Captain America - The Last Campaign
by J.D. Finck
Summary: Captain America is dying...and his own government is to blame. A plot by the CIA to unlock the secret of the Super Solider Serum is achieving what no enemy has ever been able to do: it is killing America's greatest hero. The Red Skull, refusing to be chea
1. Chapter 1 The Past Is Prologue

**Captain America**

**The Last Campaign **

By John Finck

(This is a work of fan fiction – the characters are owned by Marvel Comics. This story is of my own creation, written for the pleasure of writing. No profit is, or will be, derived from this work.)

Captain America created by Joe Simon and Jack Kirby

_(The past is_)

**PROLOGUE**

December 31, 1938

Office of Research and Development, United States Army

Washington DC

All across the country Champaign corks were set to pop, streamers were ready to be thrown, and horns were laid out, all to welcome in the New Year…everywhere except in this office, Steve Rogers figured; here, time seemed to stand still. Einstein must have a theory to explain it, surely. A check of his wristwatch told Steve that he had only been sitting in this lobby for ten minutes. It felt closer to an hour. Across from him, an army secretary was busy at work filling the staid office with the steady clack of her typewriter. He considered reviewing his notes a final time, but then thought the better of it. There was such a thing as beating a dead horse. Steve was as ready for this meeting as he would ever be.

Outside, a light snow was falling against the blush of the setting sun. The city streets were mostly deserted for the holidays, which was a Godsend. This little dusting wouldn't raise an eyebrow back in Oregon, but this far south it might as well be a blizzard. Making it to Gail's place in Arlington was going to be an adventure. They had reservations at the Baldwin tonight, the Dorsey Orchestra (Jimmy, not Tommy, but still good). Steve reached into his breast pocket and felt for the ring he had been carrying around for the past week. This might not be the night for it after all, not with things so unsettled here at work. Being called in like this for an unscheduled meeting with the General seemed ominous. It had to be about Braxton. Steve could not seem to please the man, and lately he had stopped trying. Braxton just couldn't accept pesky things like facts interfering with his cherished notions. Steve shifted in his seat, casting another glance at his watch.

"I'm sure the General won't be much longer."

Steve looked up to see the secretary, a pretty brunet, smiling slyly as she pointed at her wristwatch. He suddenly became aware of his fidgeting.

"Oh, the General's a busy man, I realize."

"Yes, very busy. If there's one thing General Rhodes believes in, it's _busy_." She looked at the door to the General's office and began whispering to Steve as a conspirator. "Even at five thirty on New Year's eve…busy. I'm willing to bet this is the only office in the capitol with the lights still on."

Steve chuckled. "I think you'd win that bet. You know, this is my first meeting with the General. If you have any friendly advice?"

Just then, the intercom buzzed followed by a gruff voice calling for Steve Rogers. Steve smiled grimly and gathered his papers.

"Don't worry, you'll do fine," the woman said. "The Old Man's not as bad as his reputation makes out. And after all, you're a civilian. Legally, he's not allowed to have you shot."

"Thanks for the pep talk, corporal..?" Steve looked to read her ID badge.

"Carter," she answered. "Margaret Carter. My friends call me Peggy."

Steve smiled. "Thanks Peggy."

Steve stood, feeling conspicuous against the backdrop of these military surroundings. It wasn't so much his civilian attire, though he was obviously dressed for a night on the town. He was tall and very thin and younger looking than his twenty-two years, but that was not it either. In most every respect, he was an average looking, American man. He had blond hair, yellow as straw, blue eyes, and was handsome in the way of people are who are utterly unconcerned with their looks. None of this is what made him self-conscious. Rather, it was the almost imperceptible limp in his left leg. Even after all the years he had lived with it. Steve made his way to the Generals office where he was greeted before he could even close the door.

"Take a seat, Mister Rogers."

Behind a plain and rather small oak desk sat General Rhodes. He set aside his paperwork, offering no handshake. Steve sat, taking note of the near total absence of ornamentation in the office. Everything was basic and functional, unusual for a decorated two star general. Rhodes had a crop of iron-grey hair and a deeply lined face, yet Steve was surprised to find that, up close, the 'Old Man' didn't actually look all that old. Rhodes pressed the intercom button on his desk.

"Miss Carter, is the office staff gone for the day?"

"Yes sir, except for myself."

"Good, go ahead and finish up. And corporal? Happy New Year."

Snapping the intercom off, Rhodes leaned back in his chair. "The best man on my entire staff," he mused, "and she wears a skirt. If half of my officers had even half of her brains and competence, this would be the best unit in the army." There did not seem to be an invitation for comment, so Steve kept quiet.

"Well, I see that you're dressed for the occasion," Rhodes said, appraising his guests evening wear. "Perhaps you might help me test a little theory of mine. I believe that there are essentially two types of people in the world, Rogers. Those who make New Year's resolutions, and those who do not. I'm curious...which type are you?"

Steve thought of the ring in his pocket, and of Gail. "I guess the first type, General."

"Interesting," Rhodes said. A beat of silence passed. "Well. You must be wondering why I called you here."

"Is it Major Braxton, sir?"

Rhodes smiled, seemingly amused. "Now that you bring it up, the Major _has_ expressed some concerns about your work. I'm curious how you plan to address those concerns."  
"I'm afraid there's not much I can do, sir."

Rhodes narrowed his glance. "Perhaps you should explain that answer."

Steve paused. He was getting himself into hot water, he knew. He'd done it before. He would probably do it again. He had his mothers stubbornness.

"General, I'm sure there are many things I need to improve on, including my interactions with Major Braxton—and I'll work hard on doing so. But when it comes to research, there's only one way it can be done. Accurately, and free of bias. If I have to tailor my reports to reflect the Major's opinions, then I'm of no value to you at all."

Rhodes considered that comment. Then he reached into his desk drawer, producing a stack of paperwork. On top was a copy of Steve's most recent report, a plausibility study of armed conflict between the United States and Germany. Rhodes began to read, scanning many pages with barely a glance. Occasionally he would linger for a moment, writing notes next to certain passages. Twice he made a deep-throated 'hrum'—though whether this sound was an indication of approval or displeasure, Steve could not tell.

Coming to the last page, the General paused, reading the summation in detail. He snapped the file shut and looked up, as if weighing the words he had just read against the man who had written them. Steve had heard about Rhodes's formidable intellect. Now he was feeling it, bearing down like sunlight through a magnifying glass, to a pinpoint. It was less than pleasant.

"This latest report of yours seems to pick up right where the last one left off. In fact, isn't it true that Major Braxton finds your work in general to be highly flawed and full of alarmist conclusions?"

"No sir, not exactly. He says my work contains flawed _conclusions_ based on an alarmist _premise_."

The General leaned forward with a look that could wither paint off a fence post. He locked eyes with Steve. "Are you being flip with me mister?"

"No sir…"

"I think perhaps you are." Rhodes replied. He took a cigar from the humidor on his desk, lighting it as he went on. "The Major wants you off his staff, and, frankly, I'm inclined to agree with him. I don't believe you are a good fit for his team. How do you respond to this?"

"I think that that would be a mistake, General. Respectfully."

The General snorted in amusement. Clamping the cigar tightly in his teeth, he leaned back in his chair. Outside, the snow had settled into a deep, noiseless downfall, and the glow of the street lamps became a frosted haze. The quiet hum of the office furnace made a pleasant drone, filling the office, until Rhodes spoke. "You don't lack for confidence, do you? All right then, convince me. A mistake how?"

"General, right now, I might be the only man on your research staff giving you the whole, unvarnished truth. You have a lot of dedicated, smart people working for you, who are under a great deal of pressure to tell the Army what it wants to hear. I'm telling the Army what it needs to hear."

"Which is what, exactly? That war is coming?"

"Yes," Steve said. "I wish it weren't so, but I'm afraid that's the gist of it. The situation in Europe is unstable and it's getting worse by the day. We're facing some hard choices, General. The only question is whether we make those choices on our terms, or on the Nazi's. I know that that idea isn't politically popular, but it's the truth."

"Well that's a problem then, isn't it? This is Washington—everything here is politics. It's truth that's the rare commodity. You're a little young to remember the Great War, Rogers, but I promise you, the idea of another European conflict doesn't sit too well with the American people." The Generals face seemed to reflect an old memory, which soured his tone. "They had their fill of that in nineteen eighteen. Tell me, how do you square your opinion against the news from Berlin last month?"

"Hitler's peace agreement with Chamberlain? Not worth the paper it's written on." Steve answered.

"Is that so? Most of the world disagrees. It's being hailed as '_Peace in Our Times_'. You're very certain in your opinions concerning Herr Hitler, aren't you? How do you account for your remarkable insight?"

Rogers features tightened at that. "Because I read his book, General."

Rhodes paused in thought. "Good answer," he said, releasing a thick cloud of smoke. "Give me your assessment of German military capacity."

"It's not good, sir. For over a decade the German high command has made great strides in weapons, materials, tactics, manpower…they've completely disregarded the treaty of Versailles. The exact figures are in my report, but they all point to the same thing: Adolph Hitler is building the greatest war machine in the history of mankind."

"Why has he done this, do you think?"

"The general consensus is he intends to use this power as a bargaining chip," Steve replied, "a way to achieve international prestige and influence."

Rhodes shook his head. "I asked why _you_ think he has done it."

Steve straightened his posture, looking the General square in the eye. " I think Hitler intends to use his military for conquest, and to smash his enemies."

"And who would that be?"

"Everybody, sir. Everybody in the entire world. Hitler is a megalomaniac."

"Isn't that a bit dramatic?"

"General, three years ago, Ambassador Dodd filed a report describing the leaders of Nazi Germany as, and I quote: '_dangerous men, many of them psychopaths, who in another time and place would be under a doctor's care. Or incarcerated._' I'd say it is very dramatic. As a final point, I would warn about German science, which the Nazi's have militarized. Of particular concern are their advances in atomic power and bio genetics."

"Ah yes," Rhodes said. "The Major took special exception with you there. Tell me, if I were to ask for your assessment of Major Braxton, how would you respond?"

"I…I'm not sure how to answer sir. The Major is a good man, but—"

"But he is an idiot. Would that be a fair statement?"

Steve groped for a reply.

"All right," Rhodes continued, "I will answer my own question. The Major _is_ an idiot. Braxton couldn't find his asshole if he had a map and a three day head start. Unfortunately, he is the nephew of Senator William Braxton, chairman of the military appropriations committee, and so I am stuck with him. He has his uses though. If the Major is completely opposed to an idea, I can usually be certain that that idea must have some merit. Your ideas, Steven, have a great deal of merit. May I call you Steven?"

Not waiting on a reply, General Rhodes produced another file and began reading.

"Steven Morgan Rogers, born nineteen seventeen, New York City…only child of Joseph and Sarah, both deceased. A top athlete and scholar as a boy, some petty scrapes with the law as a juvenile. Upon the death of your parents, you went to live with your uncle in Oregon. You studies improved, but, at age fifteen you contracted polio, leaving your body weak and ravaged." General Rhodes looked up from the file. "Am I accurate so far?"

"…Yes," Steve managed.

"Received a scholarship to Notre Dame, from which you graduated last year, a double major in world history and political science. First in your class..."

"Yes."

"Attempted to join the ROTC, but was rejected do to physical infirmity. You were pursing your master's degree when approached by my office. You accepted the position, seeing it as a chance to combat the threat of fascism. Fluent in French, Spanish and other romance languages, speak passable German…"

"Yes."

"With the death of your uncle, you have no immediate family. For the past eleven months, you've been romantically involved with a Miss Gail Anders of Arlington, Virginia…for whom you recently purchased a modest engagement ring."

Steve was jolted to action at that. "General, what's going on here? Have you been spying on me?"

"Yes. Yes I have."

The words shocked Steve into silence. Whatever was transpiring here, it was no longer a review of his job performance—if it ever had been. General Rhodes quietly got up from his desk and walked over to the window, looking out at the snowfall.

"Steven, the information I am about to share with you is classified, and I remind you of your oath of secrecy. I am extending an offer to you, one you are free to reject with no dishonor, to take part in a secret army experiment. Tell me, in your research work, have you heard anything concerning a project Super Solider?"

Steve's look betrayed him; he _had_ heard something.

"Please," Rhodes said, "Tell me what you know. I'd like to see how top-secret our top-secret actually is."

"Well, I haven't heard much, just chatter. Of course, I only have a level 3 security clearance, but the speculation is that the army is developing some new wonder drug. Like penicillin, only better, for treating battlefield injuries. I guess that's not it?" Steve said, seeing the pleased look on General Rhodes face.

"No, it's not. It's good to know that some things work the way they are supposed to. We've spent months flooding the system with a lot of false information, some of it with tiny bits of truth, but all leading down various dry holes: Project Rebirth, Achilles, Grandstand, Reinstein, among others. The real thing is Super Solider—and even it has many covers and levels of protection. By the way, your security clearance is now level 2/AA. I'm afraid there's little more I can tell you unless you consent to participate."

"And if I don't?"

"Then you are free to go. As I said, the choice is yours. Your research position, however, is gone whatever you decide. I'm sorry, but its part of the cover we are preparing for you."

"And if I say yes? What then, General?"

"Then things get interesting." Rhodes said, a wry look in his eyes. "I don't want to snow you son, this will require a lot of sacrifice on your part. I'm afraid you will have to give up your personal life for at least the next four years. And there's no guarantee of success. The risk to life and limb is substantial. But if this project succeeds, you'll have done your country a great service."

"Serve my country, sacrifice my personal life. Quite a choice, General."

"You said it yourself. The time for hard choices has come."

The General stepped forward, a pleased look creasing his broad features. "I've thrown a lot at you this evening, but you haven't flinched once," he said. "That's good. I never trust a man who can't look me in the eye."

"I'm not as confident as I may seem, General," Steve replied.

"That's good too. I'd be worried if you _weren't_ concerned."

"But…why me, sir? Of all people, why me?"

"Not just you. You'll be joining nine other men as part of the initial test. As for why I've chosen you…lets just say you meet certain criteria I'm looking for, starting with how you think. As it happens, I agree with you about the danger Hitler poses. Or rather, you agree with me. I've been warning about the Nazis for years now, not that the top brass has much cared to listen. They decided the best way to shut me up was to bury me here, overseeing research and intelligence programs."

Rhodes took an enormous draw on his cigar, his eye glinting with quiet pride. "Well, I've managed to stay busy. I want you on my team, Rogers. You'll enter service a commissioned officer, the rank of Captain. America needs you, son. Will you answer the call?"

In the years to come, those words would often echo in Steve Rogers' mind— '_Captain America…will you answer the call?_' but that was in the years to come. Today, he was still a young man, full of uncertainty.

"I don't know what to say," Steve finally answered. "I _am_ honored by your faith in me, sir…but you just read my medical history. I'm physically unfit for army service."

Rhodes smiled. "Trust me. If this experiment delivers even half of what it promises, that's not going to be a problem."


	2. Chapter 2 The Return

**Book I**

_**The Return**_

May eighth, 1997

Bay of Mackellar, North Pole

"Damn it! What's going on up there?" Holder wiped his sleeve across his face, sopping up the hot coffee as he glared toward the cabin. There was no answer. Even with a megaphone, he wouldn't have been heard over the sound of the McDonald Douglas's twin-turbine engines, let alone the gale force winds that were buffeting the plane like a kite in a thunderstorm. With a grunt, he unsnapped the safety harness and got to his feet, struggling to keep his balance. He turned to the agents in his command.

"I'm going to check this out."

The two men nodded and Holder made his way forward. Oliver Holder was a tall, lean man, with slightly thinning brown hair, neatly combed. Everything about Holder was neat, meticulous to a fine point. The slight crease in his trousers offended the man deeply, never mind that this flight was stretching into its tenth hour. The spreading coffee stain on his coat did not improve his disposition, and he opened the cabin door in a huff.

"What's happening up here Captain? Feels like the plane's about to rip in two."

"Not quite sir," the pilot shouted. "Just a hell of a squall—nothing she can't handle," he said, patting the instrument panel of his DC 40 Army transport. "Storm will ease up once we drop below 10,000 feet, which will be any minute now."

"Good. We're landing soon?"

"'Bout ten minutes. Should go smooth enough," The pilot said, looking back at Holder. "All the same, you might want to hold off on the coffee."

"You think?"

"Army doesn't pay me to think, agent Holder. That's what the CIA's for."

Holder headed back to the passenger area, the turbulence already having eased considerably. He stopped to speak with the final member of his team, who was sitting away from the others. The man was wholly unremarkable, his face a blank cipher. In his lap he held a large black leather bag. The only excitement visible in his librarian-like demeanor was in how he clutched that bag: the knuckles of his hands were bone white.

"We're about to land, Doctor Lerner," Holder said. "Are you ready?"

Lerner looked up at Holder, his eyes leached of color by the thick lenses of his glasses. "I have been preparing for this moment my entire professional life. I can only hope that you and your men are as ready as I."

"Well let's not count our chickens just yet. This could be another false alarm."

"No," Lerner answered. "It's him. I am certain of it."

"Is that a leap of faith doctor?" Lerner did not answer, but kept staring forward. Holder returned to his seat and his waiting men.

"Let's go over this again. Who are we dealing with at this station? Give me the names and particulars."

Agent Jones keyed his laptop, scrolling to the proper file.

"Here it is: Science Station Brown/Engelmann. They've been operational for five years, monitoring ice-flow, glaciers, global warming. It's a six-man detail. Orin Danvers, graduate student, does the cooking and odd jobs. Doctor's Adrian Kline, William Purvis, and Linda Harris, research assistants. They're the ones who actually found the body—"

"The what?" Holder interrupted. He was glaring at Jones.

"I…I'm sorry, sir. I meant to say 'item'. They are the ones who found the item in question."

"_Reportedly_, found. Isn't that what you meant to say, agent Jones?"

"Yes sir, that's correct. Sorry."

"Don't be sorry," Holder said. "Be precise. Now continue."

"Yes sir. The next person on the list is Ossi Umanania, technician, keeps the place running. He's the one who made the initial radio report about…the item in question."

"American?"

"No. Kenyan. He's here on a student visa."

Holder sat quietly for a moment, thinking. "Go on," he finally said.

"Last up is the head honcho, Doctor Hanna Carrington. She won the Nobel last year."

Holder took the laptop out of agent Jones's hands, closed it, and handed it back to him. "I don't give a damn if she's won the Nobel, the Oscar, or the Irish Sweepstakes," he said deliberately. "Once this plane touches down, the CIA will be in charge of this enterprise. Those people will be fully debriefed, the facility shut down, and the item in question will be taken into our custody. Is that clear?"

"Yes sir," Jones answered.

"What about you, agent Kelly—is that clear with you?"

"Crystal, sir."

"Good. I chose you men because of your excellent records and because you follow orders. I expect you to follow mine to the letter. This situation may turn out to be nothing at all. It could also turn out to be a matter of the highest national security, so be prepared for anything. Now, check your weapons. Remember—the cold up here can make the firing pin stick. Keep your firearms in their thermal holster, inside your jacket…until I order otherwise."

Seven minutes later the plane was rolling to a stop, its engines throttling down. Holder was going over the details a final time when the co-pilot stuck his head into the cabin area.

"Mister Holder, you might want to come take a look at this. We have company."

Holder raced to the cockpit, telling his men to be on the ready.

"Thought I knew every make of bird there was," the captain said, pointing out across the runway. "But I'll be dammed if I know what those are."

Out in the pitch-blackness of the arctic night were two large helicopters, landed right next to the main building. Although the DC 40's running lights were providing some illumination, the blowing snow made it hard to see any markings.

"I'll tell you one thing for sure," the co-pilot said. "No way they belong to those science geeks. Those choppers are specially outfitted to fly in sub-zero temperatures, must have cost a fortune. By the look of them, I'd say they're military."

Just then a call came over the radio.

"Attention, army bird US-niner, niner, eight-oh-dash seven…would you please be so kind as to put agent Holder of the CIA on the line?"

The pilot and co-pilot looked at one another, then back to Holder. With an expression that was equal parts outrage and bewilderment, Holder reached for the receiver, taking a moment to compose himself before asking: "Who is this?"

"Hi agent Holder. This is Deputy Director of field operations Nick Fury, special agent of SHIELD. Welcome to my party."

Inside the main building, Holder and his men were escorted to the dining hall, where SHIELD had set up its command post. Unlike the CIA men, the SHIELD operatives stood out, wearing high-tech jumpsuits and carrying side arms that looked almost like Star Wars props. Holder had been hearing more and more about these people over the past two years. Founded in the early eighties, SHIELD was a specialized intelligence group, concerned mainly with the phenomenon of super powered humans. Lately, as more and more of these super-freaks kept popping up, SHIELD's role was expanding. He'd heard of them all right, Buck Rogers wanabes, still small time players in the world of espionage. This Fury was in for a rude awakening. As he approached the table where Fury was working, Holders anger was at a fine, cool edge.

"Are you Fury?"

"That's what the name tag says," the dark haired man answered, smiling. Fury was heavier built than Holder, though not quite as tall. Both men carried about them the same formidable presence of men who traded in life and death. Fury's smile dimmed somewhat as he spotted the little man with the black bag. Holder spoke.

"Under National Security protocols, I am taking charge of this situation. This is a CIA operation, Fury, and I want you and your people out of here. Don't make me ask a second time."

"Hey, Holder, relax a little," Fury said, thumbing through a stack of files.

"You'll live longer."

Holder laughed. "That's good. I hope you're this funny when I bring you up on charges. My orders come straight from the Director of Central Intelligence, signed off on by the head's of NSA and Justice. That makes this my show, do you read me?"

"Is that so? Well my orders come straight from the President of the United States, how do you like them apples? Or haven't you figured out yet how I knew your name, or how you were on that plane? You boys are officially on the sidelines. This is SHIELD's gig now. If you don't believe me, talk to your boss." Fury passed Holder a phone. "He's been holding for you."

The conversation was short and to the point—and very one sided. Holder handed the phone back to Fury, his face crimson.

"I have been ordered to stand down and relinquish control of this situation to you, Fury. I have been told that my men and I can stay on in an advisory capacity. If you are agreeable."

"I'm agreeable," Fury said, standing up. "Ah, don't let it get you down Holder, we're all professionals here. Go get your men and meet me in the main lab. Then we'll go have a look at what brought us up here in the first place."

As Fury and Holder were having their meeting, the junior agents were talking over by the kitchen area. A smiling SHIELD agent, who could have passed as a GQ model, was playing host.

"You sure I can't get you agency boys anything? Coffee, hot chocolate, tea?"

"No," Kelly said, standing like a man steeled for interrogation.

"I'll take a coffee," Jones said. Kelly shot him a look. "What? I'm cold."

"Here you go," the SHIELD agent said, handing him a steaming mug. "There's cream and sugar over on the table. I'm Quartermain, by the way. Clay Quartermain."

"Jones," the CIA man answered, shaking hands. Kelly was not pleased.

"What are you doing?" he said through grit teeth. "Don't give him your name."

"Lighten up, will you. Jesus, you're worse than Holder. They're Americans man. What, should I swallow my poison tooth now?"

"No shit? Do you guys still have those?" Quartermain asked, delighted.

"Um…I'm actually not allowed to talk about that," Jones answered. He took a couple of sips, and cleared his throat. "So, are those things for real?"

"This?" Quartermain said, un-holstering his sidearm. "Oh Yeah. Kirby 2.0— standard issue for field agents. Fires ten rounds of pulse-bolts, equivalent to a rocket propelled grenade, and forty rounds of plasma energy beams, which can do anything from knock out a man, to knock out a rhino, depending on the setting."

"They really have this stuff now?"

"SHIELD does."

"You people are really set up," Jones said. "Those 'copters outside? They're like nothing I've ever seen. Big suckers."

"That's nothing. You should see the new one they're building us."

This time it was agent Kelly who cleared his throat. He looked over his shoulder and quietly asked, "So, how's the pay?" Before Quartermain could answer, the call came out to assemble in the laboratory.

Within minutes, they were all gathered (with the exception of the agent guarding the main entrance). There were six SHIELD operatives, the four CIA men, and the six members of the science station. Fury spoke.

"Ok, listen up. Agent Holder and I will be going into the containment area, to examine the…item. I shouldn't need to say this, but I'm going to; this is a top-secret situation people. You will not speak to anyone about what you've seen or heard here, until or _if _you get SHIELD clearance. There will be absolutely no recording devices of any kind allowed. Am I understood?" There was murmur of assent. "Good. Doctor Carrington, you're with us."

"I need Doctor Kline. She made the discovery, and she knows the science of cryogenics better than anyone here."

"Fine."

"One last thing mister Fury," Carrington said, drawing herself up so that all the room could hear her. "I want to go on record as objecting to your presence here. This is a private facility and the government has no right to interfere with our work."

"Duly noted Doc. Now let's go."

"Wait!" called a voice from behind. "I must be allowed to go with you."

Fury turned to see the man with the black bag. Something about him put an itch in Fury's spine. He'd been in the spy game long enough to spot a spook who was trouble. "I don't believe I caught your name, mister..?"

"Lerner," he answered. "_Doctor_ H.L. Lerner."

"Just what are you a doctor of, H.L.? What exactly do you do for the CIA?"

"I hold PhD's in several scientific disciplines. As to the nature of my work, that is confidential. I don't answer to you, Colonel Fury."

"Oh? Well today you do." Fury turned to Quartermain. "He stays. Keep him out of my hair."

"Aye sir," Quartermain said, stepping in front of Lerner. With that, Fury and his party moved into the containment area. A set of heavy plastic flaps separated it from the main lab. When the group walked in, the drop in temperature was noticeable.

"We call this area the 'cooler'," said Doctor Kline. "We keep it at 20 degrees Fahrenheit, in order to safely work on the ice samples. Among the things we do here at B/E is carve up big blocks of ice from the ice shelf—and from the nearby ice burgs—for sample testing. That's how we found the body."

"The _item_, Doctor Kline," Holder said.

"Bite me, agent-man. I'm not one of your mind-controlled flunkies. I'm a medical doctor and I know a human body when I see one. That thing isn't an _item_. It's a body, a cadaver to be precise."

"Now look…" Holder started to say.

"Knock it off," Fury interrupted. "This isn't a debating society. We've got work to do. Doctor Kline, where exactly is the body?"

"In here."

They followed Kline into a sub-section of the cooler. There were several tables holding large blocks of ice. On the center table, there was something covered by a large plastic sheet. It looked like a human figure. Doctor Carrington spoke next.

"My people didn't notice anything unusual at first. The samples we take are very large and the ice here is not at all opaque. However, once we brought the sample into the lab, we were able to see something…unusual, frozen inside it. This is what we found."

She pulled back the plastic sheet. There, on the slab, lay the figure of a man. It was virtually free of ice, but the body appeared frozen stiff, and the skin (the little that was visible) was nearly white. Had the man been wearing only civilian clothing he still would have been a remarkable sight. He was very large, 6' 5'' in height, well over two hundred and fifty pounds, possessing a powerful physique. But he was not in civilian clothing. Rather he was wearing a type of uniform, and the remnants of a mask. Though tattered and dirty in spots, the uniforms red, white and blue design was nearly unmistakable. The large, concaved metal disc strapped to his left arm completed the picture.

"Sweet Jesus almighty," Agent Holder said. "It's _him_. It's Captain America."

"Well," Doctor Kline replied, sarcastically, though no less amazed, "it sure isn't Santa Claus."

Fury stepped forward, producing a small device, the size of hand-held radio. Carefully, he attached it to the metal disc, and switched it on. A quiet static sound emitted.

"What is that?" Doctor Carrington asked.

"It's called a tri-analyzer, doc. It sends a small electric charge into the metal and tests the composition. The real Captain Americas shield was a unique alloy of vibranium and steel. Never been duplicated. If that's what we've got here, the analyzer will let us know." Seconds later, the device made a series of beeps, and then went quiet. Fury removed the device and read the findings.

"I'll be dammed. It's him all right. Captain America, legendary hero of World War Two. People, you're looking at a page of American history here."

Holder snapped into high gear. "Fury, we've got to get this body into federal custody. We need to load it aboard the aircraft, and put this place under high security lock-down, immediately."

"Now wait just one minute," Doctor Carrington said. "We have rights here."

"You're damned right we do," Doctor Kline added. "You can't just—"

"Pipe down, all of you," Fury shouted. "Doctor, nobody is going to lock you or you people away—your rights will be respected, I assure you. But this _is_ a matter of national security, so a little patients, please. And Holder? While I appreciate the free advice, I'll be making the final decisions here. Got it?" Holder bit his lip and angrily looked away. Fury went on. "Doctor Carrington, some information please. The body looks so well preserved, almost life-like…how is that possible? Captain America disappeared fifty two years ago."

"Yes, it is remarkable. We assume that when he fell into the ocean, the water temperature must have been well below freezing. Where did it happen?"

"In the North Atlantic, off the coast of Norway. December 23rd."

"Yes, that would make sense. The water temperature there would have been 10 to 15 degrees Fahrenheit. In Terms of comparable air temperature, it would be analogous to say, eighty below zero. His body would have frozen almost instantly. In cases of controlled, laboratory-induced cryogenics, such preservation of the body tissue is normal. But the real expert is Doctor Kline. She can—"

Doctor Kline cried out suddenly. "He moved! He—the body, I mean, it, it moved. His eye just twitched."

"Get hold of yourself Doctor," Holder said, looking to see that the body was unmoved. "This is no time for hysterics."

"God, you are an ass-hole. I am not hysterical. I'm a scientist, I've probably dissected more bodies than you've shot, and I'm telling you, his right eye just twitched."

As Holder and Doctor Kline argued, Doctor Carrington checked the monitoring equipment next to the body. "Oh my God," she said, seeing the readout.

"What is it Doctor?" Fury asked. Carrington looked up, amazed.

"We attached sensors to the body, purely for research data, but… my God, this can't be right. His core body temperature—its eighty degrees…and rising."

At that instant, the previously lifeless right hand of Captain America shot up, clutching the wrist of Doctor Carrington, who screamed bloody murder, then fainted.

Outside, Clay Quartermain and the other agents were standing around, chatting casually (Quartermain filling in the CIA men about SHIELD's benefits package), when, without warning, all hell broke loose. As if shot out of a cannon, the unconscious body of agent Holder came flying through the plastic sheeted doorway, coming to rest in a sprawling heap some fifteen feet outside the containment area.

"—Holy shit! Draw your weapons, stun only," Quartermain shouted. "Follow me. Two-by-two cover."

They headed towards the cooler, but stopped dead in their tracks a moment latter. There, coming through the doorway, impossibly, was the mythic figure of Captain America. Cap took two faltering steps then dropped to one knee. Fury came up behind, shouting at his men.

"Hold your fire! No weapons—no weapons! We've got to restrain him, without injuring him."

Fury knelt and put his arm around Cap's shoulders, partly to help him up, partly to hold him back, in either case, a futile gesture. An instant latter, he was hurtling down the same path that Holder had just traveled, plowing into Quartermain and his men, scattering them like ten-pins. Cap was on his feet and on the advance again. Jones and Kelly charged him next, one going high, the other low. It was like hitting a brick wall. Jones got the worst of it, taking a blow from Cap's shield. He crashed into an instrument panel, his jaw fractured. Kelly was holding on to Cap's right leg, being dragged like a leaf in a whirlwind. Fury blinked back to consciousness and got to his feet.

"Cap…you're among friends. We want to help you."

Once again, Captain America seemed to grow faint. He stopped, teetering, his eyes glazed and searching for focus. When he spoke, his voice was a cracked whisper.

_"_…_Where? Where_…_am I?" _

"You're on an American research base, Cap. You're among friendlies solider, do you copy that? Friendlies!"

For a moment, Fury thought he was reaching him, but the moment was lost. Kelly jumped on Cap's back, throwing a chokehold around his neck. Cap pried his arm loose, breaking the man's wrist in the process, then flung him forward, knocking Fury into a row of filing cabinets, and back into unconsciousness. Cap steadied himself, then headed out into the complex, flattening three more SHIELD agents on the way. Standing off in the shadows watching the scene play out was Doctor Lerner, still clutching his bag. His mouth was agape, a perfect 'O' of amazement, and his eyes shone behind his spectacles like those of a zealot, beholding for the first time the holiest of icons.

Fury came out of the darkness for a second time, staring up into the face of Doctor Carrington, who was anxiously shouting something to him.

"Slow down a minute, doc, and help me to my feet."

"There's no time, Fury. You must stop him. His life is in danger."

"What do you mean?" he asked, shaking the haze from his mind.

"He's heading for the exit. If he makes it outside in his weakened condition, in this sub-zero temperature, the shock will surely kill him. You must stop him!"

Fury switched on his communicator, kicking his less injured men awake as he spoke.

"Carter, this is Fury, come in."

"This is Carter."

"Don't ask any questions, just listen. Captain America is heading your way—"

"Captain America?"

"I said listen! Captain America is _alive _and he's heading your way. He's not in his right mind, disoriented, confused. The doc says if he gets outside, the cold will kill him. Stop him Carter. Whatever you do, do **not** let him get outside. I'm sending you back up. Fury out."

In the main corridor of the science station, Cap was trying to sort through the confused jumble in his mind, feeling drugged, unreal to his own senses. He shuddered, feeling a deep, aching cold in his very bones. His vision was grey and blurred and his ears were buzzing. From time to time, he had to stop and steady himself against the wall. Sheer instinct was driving him on. He had to find a way out, and so he pushed forward. The last thing he could remember was…nothing. He could remember nothing at all. His mind was a total blank. Except…yes, he and Buck—they were on a mission. He could remember now. They were on a mission to raid a secret Nazi base in Norway. Another super weapon of Hitler's. He had to find Buck. He had to stop that weapon.

Captain America pushed forward.

"All right you goldbricks, let's move," Fury shouted. He turned to Carrington. "Doc, in that case over there you'll find a hypodermic loaded with 20 cc's of trioxyin. Bring it. We may need you to sedate him."

"That could be dangerous."

"Don't have a lot of options here, doc. In case you didn't notice, the man just tore through nine professional bad-asses like we were the Girl Scouts. I need you to be ready. Let's move it people!"

Out in the north end of the complex, Captain America turned a corner and saw the exit. He quickened his pace. Suddenly, a woman stepped out of the shadows, into the middle of the hallway. She was pointing a weapon at him. Cap raised his shield, slowing his advance. The woman called out.

"Captain, I'm an American agent. I'm holstering my weapon. I'm not a threat to you Captain, I'm here to help."

Hearing was getting better. He caught most of that. He kept advancing. "_Out_…_of my way. Don't want to hurt_…_a woman_," he croaked, his voice a little stronger.

"And I don't want to hurt you," agent Carter said, stepping forward with her hands raised in surrender. "Maybe we can help each other."

Her accent was perfect, but he had run into that before. He continued to advance, the exit near. The woman held her ground. At the last instant, she dropped, throwing a leg sweep. She was fast, catching a piece of him. He started to fall and so turned it into a tuck-and-roll, popping up into a defensive crouch—just in time to see the woman aiming a kick at his chin. She was _very_ fast. Caught a piece of him that time as well, and with her follow-ups, a strike to the solar plexus and a chop to the nerve cluster at the side of the neck. He was surprised; very few people outside the Orient knew these techniques. The woman stepped back, her hands raised, but loose.

"Captain, please, I don't want to hurt you."

"_Don't worry. You didn't_."

Cap stepped forward with all the speed he could muster, bringing a right hook up and in, bopping the woman as lightly as he dared—she was too good to play games with in his present condition. She fell backwards, out before she hit the ground. '_Dammed Nazi's_, he thought. '_Even the beautiful ones are deadly bastards'. _There it was—the exit. He had to get out, reconnoiter with Buck and find that weapon. He almost made the door when Fury tackled him from behind.

"Cap, no! You've got to listen to me," he yelled, locking the man in a full nelson. "You can't go outside, it'll kill you! Listen to me!"

But Captain America wasn't listening. Instead, he was applying pressure to the hold. Instantly, Fury could feel the bones in his arms grinding. Four more agents piled on to Cap's back, but even under all that weight, he was rising to his feet, moving towards the door.

"Doc," Fury shouted, "the trank—give it to him!"

"I tell you, I don't know what it will do to him," Carrington cried. Cap was moving faster, his hand on the door now. Fury could feel tendons beginning to pop.

"Goddamn it Doc, trank him! Trank him now—_Do it!"_

And all at once, Captain America's world went black again.

Clay Quartermain headed back to the mess hall to pick up the food. The Danvers kid, grinning ear to ear, met him at the door.

"Here you go. Fixed up the quickest stuff I had. We got tomato soup, two grilled cheese sandwiches, crackers and some Jell-O. Didn't know what he'd want to drink, so I gave him one of everything." The tray had four different types of soda's, along with water, orange juice, and coffee.

"Looks good kid," Clay said.

"If he doesn't like that stuff, ask him what he wants. I'll make him anything we got."

"Kid, the man hasn't eaten in half a century. I'm sure he won't be too picky."

Quartermain made his way back to Doctor Carrington's private office, stepping over piles of debris yet to be cleared. He passed the infirmary, filled with men and women seeking attention. No one was seriously injured. Agent Jones of the CIA had it worst, with his fractured jaw. Quartermain himself was nursing two cracked ribs and a hell of a shiner—of which he was taking perverse pride. '_I just got a black eye_…_by Captain America'_ he kept telling himself. It still didn't seem possible. He knocked on the door, and then stepped inside.

"Colonel Fury? I've got some food here for Cap," Clay said, all the while thinking '_There he is, sitting right in front of me. That is Captain America sitting in that chair'_.

Unreal.

Fury had him put the food on the desk, and leave. He closed the door thinking: '_That was Captain America I just saw in there'._

Un-freaking-real.

"How's he doing?" said a voice from behind. It was Carter. Clay stopped and put on a thoughtful air.

"Well, he's just spent fifty-odd years frozen in a block of ice—and he just found out that most everyone and everything he ever knew is dead and gone. To top it off, he's had the ten of us beating on him for all his troubles. All in all? I'd say he's doing as well as can be expected."

"It's just so…unfair," Carter said softly. "For a man who did so much for his country, for the entire world, to have something like this happen. It's tragic. It's unfair."

"Wow," Quartermain said. "13; the toughest, deadliest, agent in the game—and I've finally found your one weakness. Your heart. I actually didn't know you had one. Don't worry, it'll be our little secret."

"Clay, do you remember when you asked me out last year, to that State Department reception? And I told you I didn't want to go because I was afraid it might affect our working relationship?"

"Yes…"

"I lied. It was because you're an ass."

"How nice," Quartermain said, smiling. "Better have the doc take a look at that chin. Got a real goose egg coming in."

"Take a walk, ass." Carter said, walking away.

Inside the office, Cap was coming to grips with his new reality. It was something he could only take in a bit at a time.

"Tell me again Fury. What year is it?"

"It's 1997. May ninth, in about two minutes," Fury said, looking at his watch.

"1997. May the 9th," Cap said, softly. He took another drink of coffee, pushing the tray of food away. "Fifty two years. Frozen…like a piece of meat in the ice box."

"I'm afraid that's about the size of it."

"And you say we won the war?"

Fury nodded. "I hope you believe me," he said, handing over a stack of newspapers and magazines. They were several weeks old, but the most current reading material the remote science station possessed. "Tell me what more I can do to convince you. This is no Nazi trick, I swear. Please believe me."

"I believe you," Cap replied in a quiet, even tone. He breathed a small sound of regret. "We won. Would have liked to been there for that." A look of fresh concern crossed his features as he turned to Fury. "What about the mission? My team was in Norway. The Germans had finally developed a crude atom bomb. The target was New York. Did we stop it?"

"You did. You saved a million people that night—maybe the whole war. But Cap, there's something I haven't told you yet…"

"You don't have to. I remember it now. It was the last thing I saw before I hit the drink. Buck was still on that plane. I saw him as it burst into flames."

Fury picked up a file and began to read. _"'Sergeant James Buchanan Barnes, United States Army, Special Forces. Killed in action on December 24__th__ 1944. Awarded the Congressional Medal of Honor, for service above and beyond the call of duty'_." Fury set the file back down, and spoke quietly. "He was a hero."

Cap bowed his head. It was a moment before he spoke again. "He was. There were a lot of heroes. And you're wrong, Fury, I didn't win that war. _We_ did. Every last one of us." Captain America reached up to the snaps that held his tattered facemask in place. "Do me a favor, will you?" With a tug, the mask came off. "Belay that 'Cap' business, at least for awhile. My name is Steve."

"I know. Steve Rogers, from Brooklyn Heights, New York. Not far from where I grew up. It's good to meet you Steve."

"Nick…I wish I could say the same."

Fury smiled grimly. "Look, Ca…Steve, let me have the doctor come in and take a look at you, please. It's a dammed miracle that you're even alive. Let's not push it."

Rogers said nothing. The thoughts and emotions behind his weary expression, Fury could only imagine. Finally, he nodded in agreement.

"Send him in—after he takes a look at you," Steve said, pointing to Fury's right eye, which was swollen shut. There was a trickle of blood coming from the corner of it.

"It's fine, just aggravated an old injury. I'll go get the doc, who's a lady, by the way. Remind me to tell you about women's Lib later."

"Fury, tell your people I'm sorry for being so rough on them."

"They already know, but I'll tell them anyway."

"Who was the woman? I remember fighting a woman, blonde. She was good."

"That was Carter. We call her 'Agent 13'".

"Thirteen?" Steve said. "Why thirteen?"

"Because she's one tougher than the Dirty Dozen."

"The dirty-who?"

Fury laughed. "I don't even know where to start. Some things you're just going to have to learn as you go. And you will, soldier."

As the doctor was in examining Cap, Fury stood outside the door, watching the clean up. The place looked almost new again. His people were good—the best. For ten years now, quietly and under almost everybody's radar, Nicholas Fury had helped build SHIELD (Super-Human, Intelligence, Espionage & Logistics Division) into the most efficient organization in the spy business. They had the best people, the best training, and starting next year, the deepest pockets of any intelligence organization in the world. They had a mandate to protect the nation against all threats, specifically those involving meta-humans, people who were blessed (or cursed, as the case may be) with extraordinary powers and abilities. SHIELD accomplished this by coordinating with the 'good guys' and triangulating against the 'bad guys' of the superhuman community. There were getting to be a lot of both types running around out there. Fury was working hard to keep his people ahead of the curve.

And smack-dab into the middle of it all comes Captain America, the first and unquestionably greatest superhero America ever had. Just what his miraculous return would mean in the overall scenario, Fury didn't know. But he had to figure it out in the next twenty minutes, before his call to the President. Fury looked to his right. Holder, his arm in a sling, was making his way over, trailed by his men.

"Fury."

"Holder."

"I'd like a chance to see him."

"Doc's with him. After that, he needs some rest."

Holder's jaw tightened. "I am a senior officer in the Central Intelligence Agency. That man is a high agency priority, and I want to see him. Now. You can't do this Fury."

"Watch me."

"Do you really think this is going to stand? You come on so hard, just because you've caught the Presidents eye. SHIELD is a shiny new toy, that's all. _We_ are the top dog in this yard, Fury. CIA has been around since the Second World War…and we're not going anywhere."

"That's right—you're standing still," Fury said, jutting his face inches away from Holders. "It's SHIELD that's moving forward. It's a real shame that we can't boast all the success CIA's had over the years; Bay of Pigs, Kennedy, over throwing third-world regimes, death squads. Yeah, you guys are the shit, Holder. I guess we'll just have to get by on competence."

Holder glared at Fury, clenching his good fist. Then he relaxed, and smiled.

"This isn't over. Rogers is an agency priority, and I will see him. Hell, his entire _body_ is practically government property. You don't really think SHIELD can keep him all to itself, do you?"

Fury Grabbed Holder by his jacket, slamming him against the wall.

"That man is _**not**_ government property, do you read me? And it'll be a cold day in hell before I let you sink your claws into him."

Holders' men, despite their injuries, jumped to his defense. They pulled their side arms, taking aim at Fury. Carter stepped around the corner, instantly drawing down on the CIA men.

"Drop them," she warned. "Or I drop you."

Jones and Kelly held their ground. Three other SHIELD agents raced to Carters side and the situation teetered on the edge of mayhem. Just then, the door to Doctor Carrington's office opened, and Captain America stepped forward. His mask was once again in place and his shield was securely strapped to his left arm. This was not the disoriented and faltering figure they had seen earlier. He now stood tall and ramrod straight and his gait was swift and certain. All eyes were on him as he strode into the standoff. Cap came to a stop directly in front of Kelly, who suddenly found his revolver pointed at the legendary hero. Cap's eyes narrowed and his expression was stony as he spoke.

"I'm only going to say this once. Holster that weapon."

Kelly weakly looked to Holder before following Cap's order. Jones followed suit.

"That goes for all of you," Cap said, casting a look around the hallway. His disapproving gaze was painful to meet. One by one, they all complied. The last holdout was Carter, but finally she dropped her weapon to her side, though she refused to holster it. Cap walked over to where Fury and Holder stood.

"Gentlemen, not that it isn't flattering to be fought over, but let me straighten you out on a few things. First," Cap said, directing his look at Fury. "I fight my own battles. I don't need a nursemaid, mister." Though his words were harsh, Cap's expression conveyed a note of gratitude, and Fury nodded in recognition. He released his grip on Holder.

"Second," Cap said, turning to face the CIA man, "I make my own decisions about who I talk to. And I don't believe I'll be talking with you."

Holder straightened his jacket. "With respect, that isn't your call to make soldier."

"But it's yours? I don't see any stripes on you Holder. Are you US army?"

"No…but you _are_, Captain, and your duty is—"

"I don't need you to tell me my duty. Fifty two years is long time to be MIA. Are you telling me the Army didn't list me as being killed in action?"

"Well…yes, they did."

"Then my hitch is up, isn't it? I signed on for the duration of the war. The war is over, and I think I've earned my discharge."

"_That_ war is over, yes," Holder said. "But the fight goes on Captain. I'd like to talk with you about the organization I represent."

"Let me take a stab at it. You represent people who want to lock me away in a lab somewhere, so that they can figure out how to make more like me. Am I getting warm?"

Doctor Lerner stepped forward, adjusting his spectacles. "Captain, try to understand what an opportunity this is. Science has been working to unlock the secret of the serum for decades, with no success. We now have a chance to examine the original test subject. You must allow us this opportunity."

"They tried that in my day doctor. I saw the numbers, though the army tried to keep them from me. Eight hundred men were administered that serum after me. Eight hundred. Four hundred and nine of them died. Another three hundred or so were left ill or disabled. The rest had no reaction what-so-ever. Isn't that true?"

"It is."

"How many have died since then? Hundreds? Thousands?"

"Many thousands, I would say," Doctor Lerner answered. "Would you like to know how many of them were from foreign nations? Hostile nations, looking to develop their own version of the perfect warrior?"

Cap said nothing. He walked over to where agent Carter stood. So quickly that the motion could not be seen, he snatched the gun from her hand, bringing a collective gasp. "Is this it?" he shouted, scanning the room. "Is this all you've managed to do in fifty years? Bigger guns, better ways to kill people? Is this what we fought and died for?"

Cap began to squeeze. Instantly the weapons casing began to crack and the gun crumpled in his grip. He let the twisted remains drop to the floor and turned to Lerner.

"There is nothing perfect about war, Doctor. I've seen it up close and it's nothing but hell and misery. You know, I was never very comfortable with what the government was trying to do, create an army of so-called 'Super Soldiers'. It smacked a little too much of the ideology we were fighting against. But my country needed me, so I answered the call. Well the job's been done. You can tell your bosses to count me out of their plans to restart the Super Solider Program. My tour of duty is over."

Holder stepped forward. "I can't believe I'm hearing Captain America talk this way. Where is your loyalty? Where is your love of country?"

"…Love of country? I _**died **_for my country!"

Holder flinched and quickly regrouped. "Please accept my apology, Captain. That was a poor choice of words. We all recognize the great sacrifice you made."

"It's a sacrifice I'd make again, if needed. I swore an oath Holder, to protect America from all enemies—foreign _and_ domestic," Cap said, pointedly. "So yes, I'd die for my country. But I'd rather live for her instead. I think she just may need me."

The room was silent. Cap turned to Fury.

"I'm not naïve, agent Fury. The day I first put this uniform on? I knew my life would never be the same, never really be _mine_ again. I accepted that. But from here on out, I intend to serve America in my own way. Is that a problem for you?" Fury shook his head no. "Good. I noticed you have some aircraft parked outside. If you have the room, I'd appreciate a lift."

"Of course," Fury said, quietly. "Where can we take you Cap?"

"…Home. I'd like to go home, Nick. I just don't know where that is anymore."

"Come on," Fury said. "Let's see if we can help you find it. And Cap? Thank you. I think I finally know what I'm going to say to the President."

The SHIELD people began gathering their equipment. Cap headed to doctor Carrington's office and Fury went to make his call to the Oval Office. Holder and his men were gone before he was off the phone. An hour later, the SHIELD team was headed back to the United States, along with one very special passenger. After several days of rest and debriefing, the word went out. Once again, the world was about to meet the Champion of Freedom, and the Sentinel of Liberty.

Captain America had returned.


	3. Chapter 3 The Awakening

_**The Awakening**_

Sao Paulo, Brazil

Three weeks after the events in the North Pole.

Some men fit the age in which they live, and Freddie Kreidler had fit the eighties to a tee. He was well on his way to making the nineties his decade as well. Freddie was what some might call 'Euro-trash: rude, arrogant and vain. At least, they might have called him that had he actually lived in the old country, and not in a steaming pile of dung like Sao Paulo. This was one of the many reasons Freddie had despised his father. The stupid bastard had to pick Brazil to hide himself away in, insuring that his son's inheritance came with the stink and heat of the third world instead of the cool elegance of the Old. Berlin, Munich, Paris, Amsterdam; clearly, these were the places he belonged, not here. How easily Freddie could picture himself cruising the clean, lighted avenues of Bonn—with all his friends in tow, hitting only the most exclusive clubs and discos, drinking Champagne all evening and doing cocaine all night. And screwing only the most beautiful of the beautiful people. He could picture the tourists—the fat, lazy Americans and the dull-eyed Brits as they glared his way. '_Look at him,_'they would say.'_Nothing but Euro-trash_.' Ah, if only.

Still, if pressed on the subject, Freddie had to admit that life had not been all bad here in Sao Paulo. In fact, he had managed to carve out quite a nice living for himself. Freddie was known in most every level of society here, and feared in them as well. He was physically imposing: six three, two hundred and thirty pounds, broad-shouldered and muscular. But it wasn't his size that invoked fear. It was his nature. Freddie Kreidler was a killer, as deadly as an asp. He killed his first man in a bar fight over some whore, when he was just sixteen. It was the beginning of his rise to notoriety, though in truth, he had always stood out.

Freddie was a nearly pure Aryan, the only thing for which he had to thank his father (well, that and the money, of course). Despite having had a brown-skinned mother (who thankfully died when Freddie was just three, sparing him the embarrassment of knowing her), he possessed deep blue eyes, white/blond hair and perfectly chiseled features. His skin was darker than one would like, but after all, this was South America and he more than passed for European. How proud of him his father had been! '_Always_ _remember your heritage,'_ old Otto would preach. '_Your grandfather was Baron Heinrich Von Kreidler, and you are an aristocrat. You're bloodline is pure—your mother was of good, Aryan stock. Always remember that_'.

The deluded old fool. So obsessed with his precious racial theories. Freddie had seen pictures of his mother. Was the man stupid or blind? True, she wasn't a nigger, but neither was she Aryan. God, how Freddie hated that old man. Otto was fifty four years old when Freddie was born. When Freddie was just a child, Otto would parade him around in front of all his cronies. Expatriates, they liked to call themselves. War criminals, others called them, though only behind their backs. Their money and influence insured no one would challenge them openly. Once a week they would meet, in some little coffeehouse, some out of the way restaurant, huddling together in the back, whispering. Otto would bring Freddie to these meetings so that he could hear the stories of the old days, of the pride and glory that was Germany. The other old men would tousle his blond hair and tell him: "You will carry the standard one day Fredrick, you and the other children. The Fourth Reich will be yours to build!"

Freddie would smile obediently, accepting their praise, all the while despising them. Even as a child he knew how stupid they were. It was because of men like these that he was here in Sao Palo instead of in his own homeland. It was because of their war, a war which brought the whole world down upon their heads. And why did they do it?

To kill some Jews. The stupid, blind fanatics.

So they hated the Jews, what of it? Everyone hates the Jews. It's no reason to start a dammed war. Freddie had learned long ago that one must learn to live with inferior races, it was how the world had always been. Why couldn't they see that? Tolerate them as best you can, kill them only when you must, and profit off them always. This is how one prospers in the real world. Freddie wasn't interested in dreams of glory, he was interested in prospering. By sixteen, his father had begun to lose faith in him. By seventeen Otto had threatened to disown him entirely. So on his eighteenth birthday, Freddie snuck into the old man's bedroom and smothered him with a pillow. Old Otto had more fight in him than Freddie expected (he was almost proud of him, fighting so hard at seventy two), but it was done quickly. Now the Villa was his, along with three million dollars in Nazi gold bullion. Now it was Freddie's turn to prosper.

He had already begun to do well for himself as a small-time drug dealer, earning a good living by eighteen. But it was time to get out. There were too many entrenched gangs, too much competition. He had gone as far as he could go. Instead, with Otto's gold to stake him, Freddie went into the gun running business. There were entrenched players in that field as well, but none as strong as the drug gangs. Within six months they were all gone, their leaders dead, their men and merchandise his. By Twenty-four, Freddie was known throughout all Brazil—even the big syndicates in Rio had to respect him. The real turning point came when he discovered Herr Schmidt six years ago. That was when Freddie's rise to the top began in earnest.

Freddie had known of Schmidt from childhood. The man was not part of the usual crowd his father moved in, not one of the "Party Faithful" who met to sing the old songs, hatching plans that never came to be. No, Schmidt was different. Schmidt was apart. Apart from the others, apart from everything it seemed to Freddie. The other old Nazi's held him in high esteem. Once, when Freddie was only seven, Schmidt walked past as he and his father were heading to the café. Otto stepped aside, dipping his head. After the man had passed, Otto knelt and whispered, '_That was Herr Schmidt, Fredrick. He is a very great man. You must always show him respect_.' It shocked him to hear the tone in Otto's voice; he feared the man. For all his faults, Otto was not a coward, but all the same, he feared Herr Schmidt. Freddie feared Schmidt as well, but what child wouldn't?

Schmidt had clearly been badly injured in the war. His face was hidden, wrapped in bandages. He always wore a wide brimmed hat and dark glasses, and no matter the temperature, he always wore a long overcoat. To Freddie, he seemed less like a man than the shadow of a man, given shape. It was as though a hole had been cut into the air, leaving only a deep black void, and inside that void was Schmidt. But then, children are given to fanciful thoughts, and are easily frightened. When he met Schmidt again, in the summer of eighty-nine, Freddie saw that he was just a man after all. A somewhat small and decrepit man at that.

He had been shocked to discover that the mister Schmidt he was meeting that day was _THE_ Schmidt, the one from his childhood. By the time Freddie was ten, Schmidt had disappeared, seemingly overnight. Now he had returned, looking to purchase a great many guns. It seemed that Schmidt knew people who wanted weapons. Freddie was only too happy to meet their needs. Over the years, his business grew. Schmidt seemed to know every rebel group, every terrorist cell, every right-wing militia and death squad in the whole of South America. He had no ideological motive, it seemed. He would deal with government forces one day, communist insurgents the next. That suited Freddie fine—let these fools kill one another in their endless coups and wars, so long as they paid. His plan was to amass a fortune of five hundred million dollars, then move to the south of France and live a life of luxury. At thirty-five, he was nearly there.

Many time he had considered killing Schmidt. By removing the middleman, he could sell direct and increase his profits…but he never did. For one thing, the man's contacts would be hard to replace. But mostly, although it galled Freddie to admit it, he still feared Schmidt. The man had to be in his mid seventies, yet he seemed to possess an endless supply of slow, quiet stamina. Like an old patient spider, dutifully spinning its web, Schmidt kept working. It was unnerving. Sometimes Freddie would swear that the old bastard could read his mind. Schmidt was not like the other old Nazi's, like his father. He was not a fool. This only made Freddie hate him all the more. Today would be, if all went well, the last time he would ever have to see him. This sale would be the largest of Freddie's career. He and his new American supplier were meeting with Schmidt to negotiate a sale of ten thousand of the new energy weapons the US had been developing. This would be the first of the new wonder weapons to arrive south of the border. The demand was insatiable. This sale would put Freddie over the five hundred million mark. Ah, America; the biggest and best guns the world had to offer. Everything could be had in America, for a price. Perhaps that was where he should retire, America, not stodgy old Europe. America was his kind of place. Perhaps he would buy himself a movie studio and go into business with all the Hollywood Jews. Oh! How that would torment dear, dead old Otto.

Freddie Kreidler was sitting at his table in the back of the café Ollesto, sipping his gin and quietly planning his future when his man De'allo walked over.

"Boss, de Yankee is here."

"How many men does he have with him?"

"Only two, boss."

Freddie thought a moment. It was important to show he wasn't worried. This was his town. "Do they know you speak English?" Freddie always sought every edge he could get. Such an advantage could pay dividends.

"No. We only talked Spanish, boss."

"Good. Tell the others to go. It will be just you and me. Send the American over and then fetch the car—but not too quickly."

De'allo did as instructed. A minute later Freddie saw his new American associate, bodyguards in tow, making his way to the table. Freddie got up.

"Williams, my friend, it is good to see you. How was your trip?"

"Fine," Williams said, mopping his brow. The two men shook hands. "It was a long flight. I'm looking forward to the weekend."

"Absolutely," Freddie said, inviting Williams to sit. His two men stayed back a respectable distance. "Think of my Villa as your home. I'm throwing a big party in your honor tonight. Wine, women and song, all for your pleasure. This is a big day for us."

"It is…if your buyer comes through."

"Oh, do not worry about Schmidt. He most certainly wants your merchandise." Freddie lit a cigarette, offering one to his guest, who declined. "Tell me Williams, would that be a sample you have there?" He pointed to one of the bodyguards, a large black man with a strong box handcuffed to his wrist. Williams motioned him over and quietly removed a futuristic looking gun. He passed it under the table to Freddie, who looked it over admiringly.

"Kirby 2.0. Wonderful! That Stark…he makes all the best stuff." Seeming not to care if anyone in the busy little café was watching, Freddie lifted the gun, checking the sights as if he were about to fire. "Hmm. It's lighter than I thought."

"A lot of the weight is in the clip. Now you do understand, I was only able to get three clips per gun? Next month I'll have truck loads available, but this time…"

"My friend, it is fine. You've delivered what you promised. My buyers will be most pleased. Now I should ask; you did remove all the tracking chips, correct?"

"Of course. Would I be sitting here if I hadn't?"

"True," Freddie said. Just then, De'allo made his way to the table. He spoke briefly to Freddie. "My man has just brought the car around. Shall we go?"

Freddie got up and his entourage followed. They made their way to the exit but at the last second, Freddie stopped. Something caught his eye. "Boy, let me have a paper."

The cashier complied. There was no question of asking for payment. Freddie scanned the front page, delighted by the news. It was a banner headline, placed over a full-page photo. Williams peered over his shoulder.

"Yeah, it just happened this morning—I heard about it on the radio on the flight down. I'm surprised to see it made the morning paper here. First you've heard of it?"

"Yes," Freddie said, smiling. "The very first. I think I shall give this to Herr Schmidt when we see him. This strikes me as something that would be of interest to him. Let's go see him, shall we?"

The men got into Kreidler's car, a Cadillac Escalade limousine, and began the ninety-minute trip. Freddie was pleased. Not only was this sale going to set him up for life, but as a parting gift, he would also get to see Schmidt's reaction as he read today's headlines. Though he was no blubbering ideologue, surely this news would be upsetting to an old National Socialist, as Schmidt most certainly had to be (the sly old bastard would never let himself be drawn out concerning his past—no matter how much business he and Freddie had done over the years). This news was sure to get under his skin. How delightful it would be to see him squirm for once. As they got close to their destination, Freddie spoke up.

"I've warned you about Herr Schmidt's appearance, haven't I Williams? He dislikes being asked about it. You do understand?"

"I'm not interested in the man's medical history," Williams said. "Just his money. This isn't my first rodeo, Kreidler."

"Oh, of course." Williams was a touchy little prick. "I was more concerned about your men."

"They're professionals."

"So good to know. We are almost there."

The Escalade was winding up a small mountain road. The tropical heat dwindled as they climbed, the air taking on a light sent of earth and pine. Schmidt's home sat atop the gentle slope of Mount Trujillo, part of the foothills of the Andes Mountains. The paved road soon became gravel, then dirt. Five minutes later, the road stopped entirely; they had arrived. The house was cut into the sheer rock face of the mountain, affording a spectacular view. On a spacious deck jutting out over the mountainside, Herr Schmidt stood waiting. As the men got out of the car, Freddie rolled up the newspaper, conspicuously leaving the headline visible, and put it in his front jacket pocket. The men made their way to the deck.

"Herr Schmidt, so good to see you again," Freddie said. "I've brought a friend, someone who would very much like to meet you." He motioned the American forward. "Mister Williams, allow me to introduce Herr Schmidt."

Williams stepped forward, trying hard not to stare. Schmidt was a sight. It was hard to decide if the man's appearance was creepy or just plain funny. He looked to be right out of that old movie, The Invisible Man. As Kreidler warned, Schmidt's face was completely wrapped in bandages. He wore a slouched hat with a wide brim, and dark glasses. Not sunglasses—but dark glass lenses, like a blind man would wear. He had on a long black overcoat, belted stylishly. His boots were hand-tooled leather, and they matched his gloves. Upon his right hand was a ring of gold, set with a great ruby. He had a simple straight cane, which he held but did not lean on. He did not appear to be the old man Kreidler told him of, surely not a man in his late seventies.

"Pleased to meet you Herr Schmidt. I've heard so much about you," Williams said, extending his hand. Schmidt did not take it. Instead, he stood and stared.

"Have you indeed? And what was it you heard?" The voice came from a small slit in the front of the wrapping, just wide enough for his mouth. The German accent was strong. Williams stood with his hand dangling in space.

"I…I assure you, Herr Schmidt, it was nothing bad," he managed.

"How unfortunate. I try so hard. I myself have heard nothing what so ever about you, Mister Williams." An awkward silence enveloped them, until Freddie stepped forward.

"Herr Schmidt is just having a little sport with you, Williams. Aren't you, Schmidt?" Freddie was starring daggers into the old fool. He would not let him ruin this for him. He could swear the man was smiling under those rags. A moment later, Schmidt spoke.

"Freddie is correct, Mister Williams," he said, finally taking the man's hand. "Did he not warn you about my wicked sense of humor? I am a notorious joker, I'm afraid."

"That's fine," Williams said, finding Schmidt's grip a match for his voice. Cold and flinty. "Maybe we can just get down to business."

"Ah yes, business. You American's, so industrious. You are to be commended for your dedication. Come this way."

He walked them over to a large oak table that was sitting at the center of the deck. There was a pitcher of ice water waiting and bottles of red and white wine, along with a tray of glasses. Schmidt sat down, showing for the first time, perhaps something of his age. He moved slowly, easing himself into the chair.

"You will excuse me, gentleman. These old bones of mine are quite weary. I've spent the last four days in the jungles of Chile, setting up the details of today's purchase."

"Not at all, Mister Schmidt. Would you like a demonstration?"

"Indeed."

Williams produced the weapon. He proceeded to give a rundown of the gun's capabilities and its various features. Schmidt appeared to follow his every word. After Williams wrapped up the demonstration, Schmidt stood.

"I should like to test the weapon."

"Certainly," Williams said, inserting a clip. "To adjust the setting all you need to do is—"

"Yes, I believe I have it," Schmidt interrupted. He dialed the gun to the pulse-bolt setting and aimed at a hanging boulder some sixty feet away from the deck. There was a slight hum, followed by a flash of light. Instantly, the boulder exploded, sending twenty tons of rock sliding down the mountain. A shower of dust and fragments rained down at their feet.

"Jesus!" Freddie exclaimed. "That's more bang than an RPG."

Williams puffed with pride. "The Kirby pulse-bolt is 20% more powerful than the biggest rocket grenade currently on the market, the MII included."

"I believe it. What about the recoil? It looked so easy."

"There is no recoil," Schmidt said, disdainfully. "Electro-magnetic radiation. Light, in other words. Where is your physics, Freddie?"

Freddie glared at him. How he longed to be rid of this old cretin. Schmidt adjusted the setting on the gun again. Next, he let out a piercing whistle— though how he managed it through all those wrappings, Freddie could not tell.

"Wolf! Come boy, come," Schmidt called out. An instant later, a large brown and grey German Sheppard came bounding up the stairs. He trotted over to Schmidt, stopping at his feet, and sat dutifully as his master stroked his mane. "Ah, good boy, Wolf," Schmidt said. He walked back several paces, issuing a single command: "Stay." He calmly took aim at the animal. "Let us see how the weapon's stun setting performs."

Williams interrupted. "Schmidt, the setting is too high. On that setting—"

Schmidt fired the gun. A brilliant violet beam of light flashed out, striking the animal. Instantly the dog flew back, pinned against the side of the house. It howled in agony, its head whipping back and forth like a doll in the hand of a child. Its teeth shattered and smoke filled the air, a sickly sweet odor with it. After twenty seconds, Schmidt released the trigger. The dog's carcass collapsed to the deck.

"How marvelous," Schmidt said, eying the gun. Freddie, Williams, and the other three men—professional's all—felt their gorge rising at the horrible display. Williams found his voice first.

"…I'm glad you approve, Herr Schmidt. Can I assume we will do business? This weapon is the coming thing, I assure you. In five years, gun powder and bullets will be as obsolete as the bow and arrow."

"Will they?" Schmidt said, looking up from the gun. "Genghis Kahn conquered seventy percent of the known world using the bow and arrow. What would such a man accomplish with these, do you wonder?"

"I don't wonder. I'm just a salesman. Now, do you like my product or not?"

"Oh, I believe my customers will be most pleased. Don't you agree my young assoc…" Schmidt stopped. His eye was fixed upon Freddie. He had just now noticed the newspaper in his pocket. Freddie smiled.

"What is it Herr Schmidt, is something troubling you? Oh, yes," he said, looking at the paper. He pulled it out, noticing Schmidt's trembling hand. This was too rich, Freddie thought, even better than he'd hoped. "I almost forgot. I brought this for you. I thought the news might be of interest."

"Let…me see it, please."

Freddie handed over the newspaper, and Schmidt read in silent amazement. A breeze came, picking up the smell of burnt flesh, wafting it across the deck, the smell rich and nauseating.

"Look," Williams said, "I want an answer: do you want these weapons, or not?"

Freddie looked over to his partner, who appeared lost in another world. He hadn't expected the news to hit Schmidt this hard. He would have to steer the old fool back to the matter at hand. "Herr Schmidt?"

Schmidt did not answer. Instead, he did something Freddie had never heard him do before, not once in all the years he had known him. He began to laugh. It was a quiet laugh at first, a chuckle really. But it grew, rising into a deep, hearty bellow. It felt unclean. To Freddie, the laugh seemed to come from some hollow cavern, where an echo might live for centuries. He suddenly felt six years old again, as if he were seeing Schmidt for the very first time. Slowly, Schmidt looked up, and spoke.

"He has come back. Yes, I can feel it now, in the very air. He has come back to me. I would almost say that I can't believe it…and yet, somehow, I knew. I knew this day would come. I have always known." Schmidt set the paper down on the table, running his gloved hand across it. The Portuguese headline read:

United States Rejoices:

The Return of Captain America!

Below the headline, there was a full-page photo of the Captain, standing on the steps of the Lincoln Memorial, addressing the media.

"What are you saying?" Williams asked, irritated and uneasy. "Are you trying to say that you know the man?"

"Know him?" Schmidt said, turning suddenly. There was a volume and a power to his voice now that almost hurt the ears. "Did Cain know Able? Or Caesar Brutus? Oh yes…I know him. You asked me a question of business a moment ago, Mister Williams. Ask me again."

Williams stared at the man. "I—I asked if you wanted the guns or not."

"Yes," Schmidt answered, gleefully. "I will take them all, Mister Williams. I shall take your weapons as I shall take any and all things upon which I fix my eye. Then, I shall take this world…and shake it to its foundations! I will bring him to me, and I will welcome him, as only a brother can."

Casually, but with great speed, Schmidt raised his gun. In four quick bursts, he killed all the men except for Freddie, who was scrambling to free his pistol from its shoulder holster. He was too slow. Schmidt dialed his weapon down to the lowest setting and fired point-blank into Freddie's chest. He crumpled to the deck, unconscious.

After what felt like a pass of hours, Freddie slowly regained his senses. He found himself stretched out flat on the deck. Then he remembered. He franticly felt for his gun.

"It is not there, Freddie."

It was Schmidt. He was standing a few feet away, his back to him.

"I've taken it. Along with the Berretta you keep in that ankle holster. I've taken all your weapons. Except for your knife." Freddie looked around. There it was, lying just in front of him. "I've heard that you are good with a blade. I shall give you a chance to prove it."

Freddie reached for the knife, but stopped. "Schmidt," he cried out, "Why are you doing this? I am your partner!"

"No longer, I'm afraid. My plans have changed, Freddie, and they do not include you. Come now boy, you've always wanted to kill me. This is your chance."

"I never wanted to kill you…"

"Ach. Do not lie, it is unbecoming. Your father once commanded an entire Army group. One hundred thousand of the most ferocious soldiers that the world has ever known once answered to his beck and call. Don't dishonor his memory by being a coward now."

Freddie snarled and grabbed the knife. He _was_ good with a blade. He'd killed two men in knife fights alone. He would kill Schmidt now. He would flay the old man alive and cut those dammed bandages from his face and spit in his eye! He was Fredrick Kreidler, this was his town—and he was the king here. Freddie jumped to his feet. Schmidt turned to face him, and at that moment, all the strength drained from Freddie's body. Schmidt had already removed his bandages himself. Freddie's mouth hung slack, in horror at what he saw. For the first time ever, he beheld Herr Schmidt's naked face. Only it was not a face at all. It was a skull.

A Red Skull.

To be clear, this was not a face that looked like a skull, nor a mask of some sort. It _was_ a skull. It was deep crimson, the shade blood makes when it soaks into sandstone. The skull seemed to hover somehow, suspended above his shoulders. The place where Schmidt's neck should have been was empty, save for a bony protrusion that might have been his spine, which was also red. Even his teeth, so sharp and viciously straight, were red, but unlike his hard, gritty skull, the teeth were smooth and luxurious, red like ripe shining cherries. The only thing not red was the sockets where his eyes should have been. They were black. They looked to Freddie like they were holes, cut out of the very air, leaving only a void. And inside that void, was Schmidt.

"Come Freddie. Surely you are not frightened of an old man?" said a voice that sounded like Schmidt's, but which was echoing from that hideous leering skull. Freddie screamed and stumbled forward, slashing with his knife. Schmidt easily sidestepped him, bringing his own blade down as he did, gashing Freddie deeply from scalp to chin. Freddie whirled, trying to sink his knife into Schmidt's heart (as if such a thing existed), but again, he was too slow. Schmidt caught his wrist in a grip of steely, demonic strength, shattering it. Freddie dropped the knife. Deftly, Schmidt caught it in mid air, quickly plunging it to the hilt into Freddie's thigh. His screams of agony echoed off the mountainside. Quickly, Schmidt circled behind, wrapping his arm around Freddie's throat, holding him upright.

"Ach, you are too slow, Freddie. Too weak."

With a stroke, Schmidt sliced through Freddie's hamstrings, crippling him. Schmidt let him fall. He calmly walked over to the table, setting his knife down. He looked again at the newspaper Freddie had brought him.

"Ah, my brother. These children today, so soft and pampered. They know nothing of real strength. Not like you and I, who were forged in the crucible of war—the only thing which gives man meaning. I…almost despaired these past years. I almost gave up. I busied myself as best I could, but there was no passion in my work. No _meaning_. But today?" Schmidt lifted what was once his head and breathed deeply, as if tasting fresh air for the first time in ages. "Today, I am reborn."

Schmidt walked back to his former partner, who was trying to drag himself off the deck. He knelt by Freddie, who was going into shock, but still quite aware.

"Freddie, you should have killed me when you had the chance. You should have killed me yesterday, when I was old."

Schmidt grabbed a hank of Freddie's perfect Aryan hair and dragged him to the edge of the deck, leaving behind a trail of blood and gore. With a heft, he lifted Freddie's thrashing body up overhead, as a man might lift his child.

"Today I am young again. Say hello to your father for me, Freddie."

Schmidt tossed Freddie over the railing. It was a twelve hundred foot drop to the forest below, and Freddie screamed all the way. Not because of the fall, but because of the yawning black void of those eyes. Freddie Kreidler died as he had lived: violently and stupidly.

An hour later, the man who was once Schmidt was still sitting at his table, sipping his wine and enjoying the morning paper. How keen the wine tasted now! How sweet the air was. Exactly how he was able to taste the wine without a tongue, he did not know, nor smell the air with no nostrils. It did not matter. It was enough that he did. Once, long ago, he had been just a man, like any other. Well, perhaps not like any other. Johann Schmidt had been a killer of consummate skill. A soldier, a spy and an assassin. A man of brilliance and cunning. He was ruthless and he was strong and men feared him. But now he was something more. He did not need answers as to why. It was enough that he _**was**_. He gazed at the newspaper and spoke aloud, in a voice no longer old.

"I never truly believed you were dead, Steven. You and I were meant for greater things. Do you think me dead? Or do you feel my presence, as surely as I do yours? I shall ask you, when next we meet. Soon, my brother. Soon."

He finally set the paper down. He lit a cigar, inhaling until the ash was glowing red, and pressed it into the image of Captain America. When the paper had kindled, he walked over to the door of his house, and tossed in the burning scraps. The carpet and drapes quickly went up in flames. He strolled to the garage and started up his SUV. He reached into the glove compartment and removed the bandages. Soon, he was Schmidt again. He would still need that cover, for a time. He started down the mountain for the last time, while his house blazed behind him. It mattered not; there was nothing there he needed. He would drive to the docks in Boreal, where Williams had delivered the weapons and he would kill all his men. The weapons were his now, they would not go to the various rebel groups he had negotiated with. He had need of them. They were not the only weapons he had stockpiled over the years. He now had enough weapons and material to supply an army. He had contacts around the globe. There were thousands—millions, who would answer his call when the time came. He had over four billion dollars sequestered in banks around the world, and hundreds of millions in gold, platinum and silver. He had all this and more. And he had a world to conquer.

He thought of his brother, and he smiled. Captain America had indeed returned, and today, the world rejoiced. Tomorrow, it would weep. Because the Red Skull had just awoke.


	4. Chapter 4 Blue Birds Over

_**Blue Birds Over…**_

Fourteen years later…

October tenth, 2009

The Bugle Building, New York City

Ben Urich had been parked in front of his computer for the past hour, trying to knock tomorrow's column into shape. It was part of an ongoing exposé of corruption in the tax assessor's office, corruption Ben had been trying to connect to mob kingpin Wilson Fisk, with little success. Aside from not being able to get a credible source to go on record, Urich just couldn't seem to get a handle on an opening line, a good hook. Facts were good. Sources were good. A good story helped as well. But Urich had been writing his opinion column for the Daily Bugle long enough to know this simple truth; if you didn't hook the reader with a good opening sentence, forget it. He needed a hook.

Ben pulled out his notebook, hoping to find some pithy observation he could use, when a braying voice cut through the raucous noise of the Bugles city room.

"Urich! My office, now!"

A minute later, the rumpled fiftyish reporter popped his head into the office of the Bugles owner/editor.

"I believe you called?"

"Take a seat, Ben." J. Jonah Jameson said. "I've just been reading your piece for next week's Sunday magazine," he added, looking up from a stack of pages. He sat back in his chair, staring hard at Urich.

"And?"

"Crap," Jameson said. "It's a puff piece—piffle, pabulum. Any first year journalism student could do as well. It's crap."

"Well don't hold back on my account Jonah, tell me what you really think."

"I think," Jameson snorted, "that any writer who's won a Pulitzer ought to do better than this." He tossed the pages across his desk.

"Two Pulitzers," Urich corrected. He scooped up the sheets, shuffling them back in order. "What's wrong with it, specifically? Aside from being crap?"

"It's not telling me anything I don't already know, for one thing. It's a gooey love letter for another. Jesus Urich, you come off like some doe-eyed high school girl. I can practically see where you've written 'I-heart-Captain America' in the margins."

"So you want me to take the anti-Captain America slant? You do realize this isn't Spider-Man we're talking about, don't you?"

"Don't be a smart ass. I'm not asking you to take a swipe at the man, just give me something real on him. We need heat here. We need substance." Johan got up and began to pace. Like Urich, he was an old-school newspaperman and once he got his teeth into a story, he found it impossible to stay seated. He walked around his massive desk, coming to a stop in front of Urich. "What we need," he said, "is an interview, an exclusive."

"Jonah…"

"A sit-down interview, one on one. I told you this last week."

"I tried, a dozen times. The answer was no. The Avengers press secretary politely told me to take a flying leap. Cap doesn't do interviews."

"Then it'll be an exclusive, even better."

"You don't get it. I did some checking. The man has _never_ given an interview… ever. Not now, not even back in the forties. Never."

"What do you mean, never?"

"I mean never, is what I mean. Look, he gives press conferences, does them all the time. He takes questions from the media, gives the occasional speech. But he doesn't do sit-down interviews."

Jonah fumed. He sat back in his chair.

"Next March marks the fifteenth anniversary of Captain America's return. Fifteen years! Every paper in the country is going to be publishing a story on it. And this," Jonah said, reaching over and snatching the pages from Ben's hand, "is just going to end up lost in the noise. I want something more, something that stands out. I want that interview."

"Jonah…"

"I mean it, damn it. Look, you're in good with those super-freaks, aren't you? Why don't you call in a favor with that weirdo Daredevil?"

"Call him? What do you think, I have some hotline to him back in my hideout? Maybe turn on my Devil-signal tonight? That's the funny books. I can't just get hold of Daredevil anytime I feel like it. Besides, has it ever occurred to you that the Bugle is the last paper in the world that Cap would want to talk to? You've got something of a reputation when it comes to superheroes. As in you hate them."

"Ah baloney. I only go after vigilant showboats like the web-head. Crazies like that Moon guy."

"Moon Knight."

"Moon Knight, Moon Pie, Moonbeam—who cares? My point is, legitimate heroes, people like Cap, the Avengers, the FF, they always get a fair hearing in my paper. You know that."

"Yeah,_ I_ know it" Urich said, meaning it. "But Cap may not see it that way. Look, Jonah, if you're really serious about getting this interview, maybe you ought to call in a favor of your own. You do happen to have a son who works for the Avengers, you know."

"Hey," Jonah said sharply. This time there was real anger in voice, not the gravely bluster he usually affected to motivate his employees. "I told you this last week. Keep my son out of it. I'm not going to put John on the spot here."

"No, just me."

"You're dammed right you. You happen to be on my payroll. You're also supposed to be the best reporter in the business. Prove it. Go get me that interview."

Jonah spun his chair around. He hit the intercom, calling for his editorial staff to meet him in five minutes, and Ben realized that this meeting was over. He quickly got up and left Jameson's office, wondering just how the hell he was going to make this thing happen. What really pissed him off was that Jonah was right; his story _was_ piffle. The truth was, he wanted this interview as much as Jonah did. More. Captain America…a get like that would be bigger than the Pulitzer. An interview with Cap would be history.

On his way back to his desk, Urich nearly collided with one of the Bugles freelance photographers.

"Whoa, sorry about that Ben," Peter Parker said, nimbly sidestepping him. "Didn't see you see you there."

Parker plopped down on the edge of Urich's desk. "Looks like you just came from J.J's office. What kind of mood is old Smiley in today? I've got a meeting with him later."

"Oh, just peachy," Ben said, rubbing a hand across the back of his stiff neck. He looked up at the young photographer. "Say, Pete. If you were me, and you had to get hold of Captain America, get an interview with him, how would you go about doing it?"

Parker stammered, on the spot. "Jeez Ben, how would I know? Why ask me?" Parker was famous in the office for his spectacular action photos—mainly of superheroes, particularly Spider-man. He had amazing luck when it came to catching the web-slinger in action. Urich had a theory about how he managed to be so lucky.

"Oh, just thought you might have an idea or two. You know, being so close to Spidey and all," Ben said, smiling. "You'll let me know if anything comes to mind?"

"Sure," Parker said, quickly finding someone on the other side of the office he needed to talk with. Ulrich chuckled quietly and reached for the phone. After a quick dial, he heard the pleasant voice of Cheryl Hernandez, the press secretary of the Avengers on the line.

"I'm really very sorry mister Urich, but I can only tell you what I told you last time: Captain America is currently not granting any personal interviews. If you'd like, I can issue you a press pass for the next time Cap is scheduled to give a give an Avengers briefing?"

"No thank you. Look, Cheryl, would it at least be possible for me to speak with Cap? Maybe just ask him personally if he'll meet with me?"

"I'm sorry, but Cap is currently out of the country. Barring an emergency, I really can't contact him. _Is_ this an emergency, mister Urich?"

"…No," Ben answered, glumly. "Unless you consider my career going down the drain an emergency?"

Cheryl laughed. "I _will_ pass on your request to Cap, I promise." There was a pause. "Ben, I don't think Cap would mind me telling you this, but he reads your column you know."

"Really?" Urich said, brightening. "He does?"

"Yes—every day. He really likes your writing. So hang in there, ok? Take care."

Ben hung up, encouraged. He swept the stack of papers littering his desk off to the side and grabbed a black magic marker. In big bold letters, he wrote:

Get That Interview!

He underlined it twice, wondering just which corner of the globe Captain America was off to today.

That same day,

The east coast of England

The object of the reporters intense curiosity was currently traveling south down Britain's M6 highway, not that Urich would have recognized him. It was Steve Rogers, not Captain America, behind the wheel of the sporty Saab 9-3 turbo (a loaner from an old friend). He was enjoying this rare bit of alone time. The traffic was tolerable and the day bright and sunny—amazingly so for England in autumn. He nixed the idea of driving with the top down. He preferred to have some music instead.

As a rule, Steve listened to contemporary music almost exclusively. It wasn't healthy clinging to the past. Yesterday was gone; it did no good to pretend otherwise. He had learned that harsh lesson fourteen years ago, in the frozen blackness of the arctic night. For a time, he despaired of ever finding his way in this strange new world…but only for a time. At his core, Steve Rogers was a fighter. In the end, the fighter won through. It came down to making a choice (as it so often does), and Steve chose to live. Not as some quaint historical relic, but as a flesh and blood man.

The transition had been easy for Captain America. The United States went wild upon his return, as did much of the world. Cap was honored by half of the nations on the planet (and, to be fair, reviled by many others). Shortly after his return, Cap became a member of the mighty Avengers, the world's premier team of superheroes. Time and again the Avengers saved the world from ruin, and Cap was the engine that drove that fabled group. He worked solo as well, and, for several years, in partnership with the hero called Falcon. The victories rolled on. The power and skill of Captain America was as dependable as ever, and it seemed he hadn't missed a beat. For Steve Rogers though, finding his footing proved a harder task.

So he set a list of ironclad rules:

1) Stop watching the old movies on late night television.

2) Drop the old hairstyles, clothing, and slang.

3) No more sitting home alone on a Saturday night.

4) No listening to just of the music of his youth.

Steve wasn't going to just exist in this new era; he was going to live in it, fully. In time, he made the transition. Rules 1 and 2 were easy—they took no time at all. As for rule #3…though the politics of romance had changed some, the mechanics had remained the same. Steve had no trouble finding companionship. Rule #4 was another matter. Music was hard, dammed hard. But eventually, bit by bit, he got there. On Steve's IPod today were many new favorites: the Beatles, U-2, Springsteen, Diana Krall, the Killers, among others. But none of these people were on today's play list, because today, he was breaking his ironclad rule. Today, he was in England. No place on earth brought back the memories like England, where he had spent so much of the war years. So he let himself indulge; Sarah Vaughn and Billie Holliday, Basie, Goodman, Satchmo and best of all…Ellington.

The last time he had listened to Ellington on these shores was seventy years ago, at a special USO engagement. As the Duke and his orchestra entertained hundreds of American and British soldiers, Steve stood backstage, arm in arm with the most beautiful woman he had ever known, swaying to the music. The touch of her hand and the indigo spell of the music somehow made even the drabness of that army base a pleasure. It was one of his best memories, and for the next half-hour Steve Rogers allowed himself the luxury of being lost in it.

The music stopped ten minutes before the trip did, and he finished the drive in silence, gathering his thoughts. Finally, he saw the turn he was looking for. He headed down a long private lane, bringing the car to a stop on the familiar cobblestone drive of Falsworth manor. He stepped out, grabbing a parcel from the back seat. He had come here today for two purposes. Giving this gift would be the easier of the two. Steve paused, taking in the sight of the venerable country estate. It was good to know that some things survived the blows of time and tide, and Falsworth Manor was nothing if not a survivor.

Steve walked up the white granite steps, inhaling the scent of English heather, light and misty. He knocked on the massive door, already regretting his choice of dress: blue jeans, sneakers and a flannel shirt. As a grey faced gentleman opened the door, Steve realized (too late) that he was still wearing his Yankees cap.

"Good afternoon," intoned the man, more in question than greeting. His accent was proper and his manner terribly formal, in short, the perfect English butler.

"Hello Trilby," Steve said, hoping to be recognized. He was not. "It's Steve Rogers," he finally added. "I believe I'm expected."

"Indeed you are sir," Trilby said. "You may follow me. But first, allow me to take your…hat."

Trilby took the cap, as one might hold a full diaper. Steve shook his head. There was dry British wit, and then there was Trilby. The man could draw blood with an arched eyebrow. They soon arrived at the polished oak doors of the formal drawing room.

"If you will wait here, I shall announce you to her ladyship." Trilby stepped inside. The conversation was easy to follow, even through the heavy doors. The lady of the manor was in fine form today.

"Trilby, I should sack you on the spot. Show him in immediately—we do not stand on formalities with our old friends here. Be quick about it."

The door opened slowly, followed by the butler, who was perhaps incapable of haste. He ushered Steve into the grand room. There, seated on an overstuffed crushed velvet chair was Lady Jacqueline Falsworth, looking stylish even at her advanced years, in a pale green dress, trimmed with white lace. Her silver hair was pulled back. The only jewelry she wore was a small silver pendant, housing a brilliant golden gem.

Trilby cleared his throat. "Lady Falsworth," he said, glaring at the hat pinched between his thumb and index finger, "Mister Steven Rogers—of the New York Yankees."

"Oh Trilby, do shut up. Go see to some tea. And mind that you don't come back too soon. Off with you."

Impervious to her scorn, Trilby left the room, pulling the creaking doors closed behind him.

"Hello m'lady," Steve said, his smile beaming.

"M'lady indeed. I'll have none of your cheek, Steven. Now come give an old friend a kiss."

Steve bent down, kissing the woman's cheek. Her skin was like fine parchment, alabaster white and lined with age. Though her features were frail, her eyes were still bright and clear.

"It's good to see you again Jackie. How's my darling girl?"

"Well, I have just been kissed by the handsomest man I know, and I've just celebrated my ninetieth birthday. All in all, I'm doing well indeed, aside from this dodgy hip of mine. Now, what is that you have behind your back?"

"Just a little something," Steve said, setting down the parcel next to her chair. "You can open it later."  
"Now Steven, we have a long standing agreement on this shared birth date of ours. No gift giving."

"Well, just this once I've decided to overrule you. As your elder, I can do that."

This brought a laugh. "Pshaw. I have the wrinkles to prove you are no such thing."

"And I have the birth certificate to prove that I am," Steve replied, smiling at their never settled debate. "Spending fifty two years frozen in a block of ice doesn't change the fact that I am exactly two years older than you."

"Nonsense. As I see it, today counts as only your forty-second birthday, though you surely look half that old. But come, sit down. I'm in the mood for a good long chat."

She was true to her word. Trilby served the tea and for the next hour, they talked. Jacqueline told him of the doings of some of her younger family members, especially the granddaughter she doted on, and Steve shared his own news with her. Mostly they talked of the event that had shaped their lives, the War. Historians speak of the great battles, the great leaders, and the great events. Those who actually fight the wars seem most to remember the other things…the songs sang in the air raid shelters, the jokes told over cups of coffee, the friends long gone and the hardships shared. These were the things that Steve and Jackie spoke of now, the little things which, in other times, are forgotten the next day, but which in war are seared into the memory forever. Steve was breaking another of his ironclad rules now, in talking this way. However, such rules did not apply to Jacqueline Falsworth (as so many rules did not).

Jacqueline and Steve had been comrades-in-arms during that great and terrible time called the Second World War. For a few brief years, Jackie had been gifted with superhuman powers, abilities that she used in defense of her countrymen in their darkest hour. Along with Captain America, the Sub Mariner, the Human Torch, Toro and Buck Barnes (and a few others who came and went as the war raged on) she was a member of the Invaders, the famed team of heroes who pitted themselves against Hitler's own superhuman agents. But that was many years ago and her powers had long since faded.

Eventually, the reminiscence had run its course and Jackie steered the conversation to more recent events.

"Now that we have 'chewed the fat' as you Yank's say, perhaps you would be so good as to share your news from Scotland," Jackie said, sipping her tea. "I've been waiting all afternoon to hear it."

Steve shook his head. She could still surprise him. "How on earth did you hear about that? The British government had a total press blackout in place."

"I still have friends in high places," Jackie said with quiet pride. "Come now, tell me about it."

He told her the story. As she had known, Steve had taken advantage of being in England this week to honor a long-standing promise he had made to an old Royal army friend. Captain America had been invited by the elite British SAS commandos to give a seminar on hand-to-hand combat. Just as the seminar was to begin, a crisis erupted. The international terror organization Hydra had kidnapped the heir to the British throne, Prince Edward, holding him aboard a drilling platform off the coast of Scotland. Cap led the rescue mission and the SAS men got a firsthand demonstration of unparalleled fighting skill and tactics. Assisting Cap was the British hero, Union Jack, and it was this news that Jackie was most keen to hear.

"It was a stroke of luck that you were at hand. Things might have gone badly had you not been there."

Steve could tell where this conversation was headed. Jackie never missed a chance to critique Joey Chapman, the new Union Jack. "Tell me," she continued, "how did our young friend hold up?"

"All in all? I'd say he did very well. His dedication and bravery are unquestioned, and he grows more skillful each time I've worked with him. I think Joe has the makings of a fine Union Jack."

"The makings. I heard that he blundered, almost costing the young Prince his life. That would have been a fine way to honor my family's heritage."

"Be fair, Jackie. Anyone could have missed that sniper hiding in the rigging."

"You didn't."

"I've been at this for awhile now," Steve said. "Joe's been at it for what, a year? Go easy on him."

"It's been closer to two years now, not one. I shall go easier on him once he goes a little harder on himself."

"He's working on it, diligently. There's a learning curve to this profession, you know that. I seem to recall a certain hero named Spitfire who had her share of troubles starting out, and she had the benefit of superpowers."

Seeing that her disposition had not softened, Steve changed tactics.

"Jackie, I know you wanted to see the tradition stay in your family, but there was just no one to take up the mantle. After your brother died, your father was very clear. He wanted Union Jack to continue, even if it meant going outside the family name to do it. It was his choice to make, you should respect it."

"Were he here now, he might think differently."

"Why? Because Joe is a commoner, because he comes from a working class family?"

"How could you say such a thing?" Jacqueline said. "My father was a good man. He was never a snob, one to look down his nose at others because of his title. Is that how you see him? Is that how you see _me_?"

She was genuinely hurt, Steve could tell. He took her small hand, comforting her. "No, of course not. Forget I even said it, please. But be honest Jackie. You've not given Joe much support. Your father and Brian left behind quite a legacy, and Joe's working very hard to live up to it. You know, a kind word from you, a little encouragement, it would mean the world to him."

"Oh, you are right, I know," she said, daubing at her watering eyes. "I suppose I always hoped that my grandson William might…but there I go again, whishing for things that will never be, old fool that I am."

Lady Falsworth pressed her hands against her thin lips. She was a proud woman and even at her age was not easily given to tears. Steve handed her his handkerchief, which she used once, then neatly folded in her lap. "It's a terrible thing," she said, distantly, "to grow old, to see all that you once cherished fade away."

"I know a little about that."

"I know you do," Jackie said, laying her hand on his. "I know you endured a horrible ordeal, lost at sea. But, awful as it was, you came through it with your youth. You will find it different, once you, too, grow old. It's…"

Jackie stopped short, seeing a pained look cross Steve's features. "Forgive me," she said. "I've upset you with my thoughtless words."

"No, everything's fine. I'm just sorry if I'd upset _you_, that's all. Come on, let's talk about happier things."

Jacqueline knew that something _was_ bothering Steve, despite his words, but she let the matter be. He was as private as she, and she respected his silence. Soon, they were talking of lighter fare. Jackie made a great effort to draw Steve out about his romantic life, but as always, he put her off with humor and asides. Another hour passed and the conversation began to slow, and soon it stopped altogether. Jacqueline had drifted off to sleep. Steve set his cup down and gently laid a woolen blanket across her lap. He paused, looking at her. In sleep, the years seemed to fall away. He could see her as she once was; young, headstrong, beautiful…he could see her hair, strawberry blonde and close cropped, the way it streaked with flame as she dashed through the skies, earning her the name Spitfire. During their time in the Invaders, a romance had blossomed between Steve and Jacqueline. It was something they tried to keep secret, consisting mostly of stolen moments here and there. Time and circumstance allowed little else. They spent their last night together in a shattered aircraft, off the White Cliffs of Dover. Two months later, Steve disappeared off the coast of Norway, presumed dead.

When he had returned to the world of the living, Steve found that many of the people he once knew were gone. Learning that Jackie was still alive had been a saving grace. As the years went on, and fewer and fewer of his comrades from his past remained, she had become even more important. Now, especially now, she was more important to him than he could express.

"Goodnight, my darling girl," he whispered, closing the door.

It was too early to turn in for the day, so Steve explored. This place was special to him, and he enjoyed any chance to bask in its atmosphere. Falsworth manor was not an elegant building; its rough-hewn lines and sturdy foundation were meant for permanence, not elegance. Yet it possessed a beauty beyond that which mere elegance could ever confer. Within its walls was an astonishing collection of historical artifacts. Tapestries draped the walls of the south wing, works of art accounted old before the first American colony had been settled. Above the entranceway hung cavalry standards, stained with the blood and dust of Waterloo. They had been carried into battle by General Roland Falsworth, who died repelling Napoleons final charge. Every wall held portraits of lords and ladies past, faces now remembered only by time. It was a familiar feeling to Steve, and perhaps one of the reasons why this place seemed to touch his soul.

He stepped into the library, a high vaulted room that was once the manors great meeting hall. By the east window was a glass case, set in a place of honor. Steve stopped to pay his respects.

"Hello sir Richard," he said. "How've they been treating you, old boy?"

Steve ran his sleeve across the glass, polishing its already clean surface. The items on display—a tunic bearing the design of the British flag, and a large combat knife—had belonged to Jackie's father, Sir Richard Falsworth, a man of distinction. As Union Jack, Richard Falsworth had been the first superhero of the modern age. Some argued the point, believing that to be a true superhero, one needed to possess actual super-human powers. But, super or not, no one could argue his heroism. Falsworth had been a special agent for the British during World War I, carrying out many dangerous missions behind enemy lines. He continued to operate after the war's end until an accident left him without the use of his legs. He had led a remarkable life (his early exploits as an archeologist and big game hunter were an inspiration for the Indiana Jones films). Remembering Sir Richard always made Steve smile. The man could curse, drink, and fight like a sailor on shore leave—and often did. He also could dine with royalty and discuss art, literature and history with a scholar's expertise. He was quite a man.

When Steve was last here, he had come across a book by Sir Richard titled 'Temple of the Moon'. It was a fascinating account of his 1928 discovery of a lost Egyptian temple in the Valley of the Kings. Steve found the volume where he had left it and settled into a chair to read. As he turned to the final chapter, his attention was jarred by a commotion coming from the front of the house. He jumped up to investigate and was astonished to discover the cause of the disturbance; standing at the front door was Prince Namor, ruler of the under-sea nation of Atlantis, the fearsome warrior known as the Sub Mariner. Trilby was attempting to maintain order.

"Sir, if you please," he said, his cool British reserve breaking ever so slightly. "It is not the custom at Falsworth to receive uninvited guests. If you will simply wait here a moment, I shall check with her ladyship, and ask if she will see you."

Namor's eyes flashed and his voice thundered. His accent was a mysterious alchemy of Greek and Spanish and something long forgotten by man. It was almost lyrical.

"Heed these words, little man. This is Namor you address; The Avenging Son, Prince of all Atlantis and Master of the Oceans…and Namor does not wait upon servants! Many times have I been a guest of your mistress, who will no doubt have you flogged for your insolence. Take me to her immediately, or I will string you up by your ridiculous cumber bun."

"I don't think that will be necessary, do you Namor?" Steve said, stepping into view. He motioned to the butler to stand aside. "It's all right Trilby, I can vouch for him. The lady's sleeping."

"Very good sir," Trilby said, gladly stepping aside.

"Here." Namor removed his shimmering black overcoat, thrusting it at Trilby. "This garment is of the finest shark skin. See that you do not crease it."

"Upon my honor, not a single fiber shall be disturbed," Trilby said, making a dignified, if hasty, exit.

Namor was dressed in fabrics matching his coat. He wore a sleek jacket, collarless and with the sleeves cut at the elbow, trimmed in glimmering green and gold. His pants, flared at the ends, were also black. On his feet were sandals of burnished copper. The few buttons and buckles he wore were made of polished coral, and his shirt was brilliant white. Upon each wrist, he wore golden bracelets; the symbols of his royal station. As always, Steve felt a little like a country bumpkin standing next to Namor. He cut an elegant figure, regal and commanding.

"Well Captain," Namor said, coolly. "It is a surprise to see you here." He paused, as if searching for a memory. "Ah, but as I recall, you and Jacqueline share a birthday, do you not?"

"That's right. I take it that that's a gift for Jackie?"

"It is." Namor answered, holding up a small package. "I shall leave it for her to open later. Clearly, I am intruding on her visit with you. Happy birthday to you both."

"Namor, for Pete's sake. You just got here."

"Oh? Then I am welcome in your company? I am not a criminal in your eyes?"

"Is this about that oil tanker incident?" Steve asked.

"You tell me. It was your communiqué that informed be of my loss of status with the Avengers. For 'reckless and unlawful behavior', was that not how you put it?"

"Because you smashed that tanker and grounded it on the Alaskan shore."

"Because _they_ polluted my ocean," Namor retorted.

"All right, they did, that's true. But now you're pursuing them properly, in a court of law. Why didn't you go that route in the first place?"

"Because, Captain, I have found that when dealing with surface dwellers, a show of force helps to move things along nicely—that is why. Your people have a history of ignoring the opened hand, but the clenched fist demands respect," Namor said, his voice rising. "And tell me, why is it that whenever the rights of _my_ people are violated, we must seek redress in _your _courts, under _your_ laws? Do the tribunals of Atlantis and Lemuria count for nothing in your eyes?"

"Whoa, time out," Steve said, throwing his hands up. "Can we just call a truce here? Your people have many real grievances, Namor. For what it's worth, I support your lawsuit one hundred percent. Roxxon Oil has one of the worst environmental records in the world, on land _and _sea. I'd love to see them brought to account. There's a lot more that unites us than divides us, old friend. What do you say we set aside our problems, in honor of Jackie's birthday?"

Prince Namor stood unmoved, resentment smoldering in his ink black eyes. But slowly, his imperious expression softened.

"Aye. Let it not be said that Namor broke the peace. Let all disputes be set aside…for now." Namor extended his hand. "It is good to see you again Steve, my old friend."

Instead of shaking Namor's hand, Steve clasped his forearm against Namor's, at the same time extending his left hand out, palm forward. He spoke the words '_eyn clouthu_', meaning 'in peace'. It was the traditional Atlantian form of greeting. Namor could not conceal his surprise, or his pleasure.

"You honor me."

"Hey, I pay attention," Steve said, smiling. "Come on, let's go see if Jackie's awake."

She was not. Steve peaked into the room, and found Jackie sleeping more soundly than before. Namor asked him not to disturb her, but to let her rest.

"Sorry Namor. We had a long visit earlier. It must have worn her out."

"I'm sure she enjoyed it thoroughly," Namor said, taking a last look before closing the door. "I am ashamed to admit it, but this is my first visit to see Jacqueline in five years."

"Oh, I remember that one," Steve said, recalling Jackie's eighty fifth-birthday celebration at Buckingham Palace. "I don't know if Queen Elizabeth has ever quite gotten over the excitement of meeting you Namor. It was quite a day."

"Indeed," Namor said, in his rich baritone. "A reunion of the three surviving members of the Invaders—a very good day. And now here we three are again, gathered together for perhaps the final time."

Steve was taken short by that comment, surprised. "Final time? What do you mean?"

"Perhaps I chose my words poorly. It's just that one cannot help but notice how frail Jackie has become. The years lie heavy upon her now."

"I don't know, she's still got quite a spark to her."

"Of course she does my friend. I wish her nothing but health and long life," Namor said, his tone of voice as conciliatory as the proud monarch could make it. "But then, ninety years is already a ripe old age, is it not? At least as measured by surface dwellers."

Steve did not answer. He appeared lost in thought, as a man with a weighty issue on his mind. Namor regretted his casual words. He had forgotten the strange attitudes people of the surface world had about discussing matters of death. But it was surprising that as seasoned a warrior as Steve Rogers was so affected.

"My pardon Steve," Namor said, breaking the silence. "Clearly, my words have offended you."

"No, you're fine, really. It's me. I've been a little…distracted. There was something I wanted to talk over with Jackie, but the moment came, and I…" Steve trailed off.

"Then tell _me_," Namor offered. "If it is something you need to unburden yourself of, I shall gladly lend an ear."

Steve thought for a moment. "Maybe I'll take you up on that," he said, clapping his hand on the Prince's shoulder. "But first things first. I don't know about you, but I'm starving. I could eat a horse right about now."

"Yes," Namor said, heartily. "I am ravenous. But I would prefer cow, if there is any."

Steve laughed uproariously. Namor was nonplussed.

"You know, I think I could go for some nice fresh cow myself," Steve said, wiping a tear of laughter from his eye. "Let's go rustle up some grub."

Within minutes, the two were sitting at the small table in the butlers' pantry, which was closer to the kitchen and more agreeable than the formal dining room. The larder was well stocked, and with Trilby's help, they soon had a nice spread of meats, cheeses, and bread, along with an assortment of pastries and sweets. There were bottles of wine and good stout English beer as well.

"Gentlemen," Trilby said after setting out the silverware. "Is there anything else I might do before I retire?"

"Yes," Namor said. "I should like a tall glass of water."

"Of course sir. Still or sparkling?"

Namor looked up. The smolder had returned to his eyes. "Water," he said. "Plain. Fresh. Water. Nothing more, nothing less. You do still have fresh water somewhere on this god's forsaken island, do you not?"

"Well, there is the Lake District, sir. Shall I give you directions?"

"Get him a bottle of Perrier," Steve quickly said, to save possible bloodshed. "You'll love it Namor. Freshly bottled water—from France."

"Ah, the French. Good beverages, better women," Namor said, smiling. "Bring me two bottles."

The men set to eating. There was little conversation, just the sound of knife and fork as plate after plate of food was cleared. Steve was a heavy eater (after undergoing the Super Solider treatment, his metabolism required many times the calories of a normal man) but next to Namor, he was a piker. It was unreal watching Namor, with his slender, muscular build, pack away enough food to feed a platoon. The only man Steve had ever seen top him was Thor, though it was hardly fair to call the mountainous God of Thunder a mere man. Thor was one guy who probably _could _eat a horse, Steve thought, with a cow for an appetizer.

After a time, the two old comrades began to speak, in between picking over the remains of the feast. Namor talked of his wife and children and Steve shared news of the Avengers. Both men studiously avoided any subject of controversy.

"That was good," Namor said, pushing away from the table. "I enjoy surface fare. Especially the cheese. I've instructed my chiefs on the art, but something is always lacking. Now, my father, he was known to be an expert on the subject of cheese," Namor said, referring to his biological father, a surface man named Edward McKenzie. Though usually sensitive about the subject, at times Namor would acknowledge his unique dual heritage, and even take pride in it.

"My mother always insisted that I remember and honor my father's customs. If nothing else, the surface world can take pride in its cheese. Whale's milk has the wrong flavor altogether. The cow…now there's a dammed fine animal. Ugly things, but very tasty, all around."

Steve grabbed two of bottles of Guinness and the men walked outside to take the night air. It was cloudless and cool. Under the light of a nearly full moon, which made the countryside glitter with the evening dew, Steve Rogers and Namor McKenzie sat on the edge of an ancient, low-lying stonewall, and talked.

"I remember sitting on this very spot, almost seventy years ago," Namor said. "The moon was full that night as well."

"That's right," Steve answered. "I was standing right over there," he said, pointing off to his left. "There used to be a little stand of birch trees there."

"Oh, is that why you chose that spot, because you admired the trees? I thought it might have been because it put you next to Jacqueline," Namor said with a sly smile.

"What are you talking about?" Steve said, a little too incredulously.

"Come now, my friend, you always were the worst liar I knew. Do you mean to say that you were unmoved by her beauty?"

"I didn't say that. I mean, I am human."

"Well I'm not, but that would not have stopped me."

Steve laughed. "You dog you," he said.

"I jest," Namor said. "In truth, I would never have made any advance on her. I saw how you looked at her, and she at you. I was always surprised that nothing came of it between you two. Or did it?" Namor said, looking questioningly at Steve. "All these many years, and you have never spoken of it."

Steve smiled, wistfully. "Guess we weren't as sneaky as we thought. Did _everyone_ know?"

"Your countryman Barnes did, but of course he was your close friend. The others were unaware. I, however, was a prince of the realm, raised on palace intrigue. I knew, and was happy for you both."

"We were happy ourselves. It just wasn't our time. If I hadn't disappeared at war's end…" Steve trailed off and grew quiet. A moment passed, and Namor sought to break the melancholy. He lifted his bottle.

"To the first meeting of the mighty Invaders," he toasted, "a most auspicious night."

"That it was," Steve said, his tone brightening. "I'll let you in on a little secret. I didn't think there was a hope in hell that the group would last a month," he said, laughing.

"You? What about me? The Sub Mariner, teaming up with the Human Torch? What fool thought that was a good idea?"

Steve raised his hand. "You're looking at him," he said. "Hey, F.D.R. and Churchill gave me the responsibility of making that team happen, and I needed all the heavy hitters I could get my hands on. I just hoped I'd find a way to keep the two of you from killing one another."

"Quite a gamble you took."

"Kind of thought so myself. But you know Namor, aside from a bump or two along the way, you were a model teammate. You gave the effort your all. I don't mind telling you, a lot of people in the early days of the war feared we might lose you to the Axis."

"Indeed. Many of my people _did_ think we should join with them. After all, the only real problems Atlantis had with the surface world was with the great seafaring nations. Primarily that meant America and Britain. It was thought that if Germany was your enemy, than she should be our friend."

"What changed their attitude?"

"I did," Namor said. "It took patience and time, but eventually I was able to sway public opinion. You must understand, my people knew very little of the surface world in those days. For centuries, we had lived in virtual isolation. They did not understand, as I did, what a vile band of scum Hitler and his cohorts were. I knew that eventually, when all other nations had fallen, he would bring the war to us. No holier cause have I ever known, than to wipe his black stain from the face of the earth."

"Amen," Steve said, clinking Namor's bottle. For several minutes, the two men sat in silence, drinking their ale. Eventually, Namor spoke.

"Should we not wake Jackie, see her to her bed chamber?"

"I don't think so. Trilby told me earlier that she often sleeps in that chair, especially when her hip is bothering her. I think we should let her rest."

"Than, unfortunately, I will miss seeing her."

"You're not staying?"

"No, I cannot. I am heading a diplomatic mission to Spain in the morning. I must leave soon. The royal ship awaits me in the channel. You must convey my best wishes."

"I will." Steve said. Namor drained his bottle in one quick draught.

"Before I go Steve, what was it you wished to speak of earlier?"

"…I don't recall. It was probably nothing. Forget it."

"My friend," Namor said, standing up, "did I not just say what a poor liar you make? It is clear that something is on your mind. If you do not wish to share it with me, you may say so. I will take no offense."

Steve set down his Guinness. Twice he made a start to speak, but twice he faltered and stayed silent. After a long pause, he found his voice on his third try.

"There _is_ something, but…I can't seem to find the right words. I guess that's why I was going to talk with Jackie. Sometimes it's only your old friends you can really talk to, but somehow it felt wrong to burden her."

"Well, I too am an old friend." Namor said.

"Yes you are," Steve said, smiling. "I'm just going to say it then, and get it out there. I…I have a problem, Namor. I'm ill."

"Ill," Prince Namor said, curiously. "Is it something serious?"

"It is," Steve said, pausing. "I'm dying, Namor."

There was silence. Namor looked at his friend. With his heightened senses, he heard much. In a neighboring field, cattle were quietly chewing their cud; in the distance, a farmer called for his dogs; high above, a thrush beat its wings in the chill night air while inside the manor, an old grandfather clock ticked off the minutes. But certainly, Namor thought, his ears had failed him just now. His expression was one of disbelief.

"Surely I heard you wrong?"

"I'm afraid not. Believe me, I wish you had."

"But you are the very picture of health. Never have I seen you look so fit."

"And I feel fit. Right now I feel as strong, as healthy, as…well, fit as I ever have. But unless the doctors are very wrong, that's going to change."

"Change?" Namor said. "Change how, why?"

"I can only give you the layman's version. Something is causing my DNA to breakdown. The doc's don't know what's causing it. They only know that if it isn't checked soon, it's going to prove fatal."

"How long is soon?"

"Three months, maybe less. Unless a cure is found. But so far, it's eluding them."

"I do not understand," Namor said. "The serum you took, treatment which made you Captain America, I thought that it made you immune to all disease. How is this thing possible?"

"It may be the serum itself which is to blame," Steve offered. "At least that's the working theory. The serum was designed to unlock my genetic code, which it did. Essentially, my DNA went through a 'rebooting' process. As a result, my body was transformed into a model of peak human performance, including my immune system."

"Yes," Namor interrupted. "I have seen you resist poisons, injury, all manner of bodily harm. So how is it that _you _can be dying of disease, with your immune system as powerful as it is?"

"It may have become _too_ powerful. In some way the doctors don't understand, my immune system has begun to see its own DNA as a foreign agent. In a neat little irony, that same super-charged immune system has been fighting to stave off this attack on its own DNA. For a while, it was a stalemate. But the balance is beginning to tip."

Namor sat in silence, his eyes distant. Steve walked a pace alongside the stonewall, trailing his hand over its rough surface. The night had grown cold, and the air whispered of an early frost. Steve broke the silence with a quiet laugh.

"Seems I've finally met the one enemy I can't defeat, Namor: myself. Kind of funny when you think about it."

"I fail to see the humor," Namor said. "I am no doctor, but I know that this thing was done, so surely it can be undone. There must be a cure. What medical aid have you sought?"

"Hank Pym first discovered the problem, almost six months ago, and he's one of the top bio-chemists in the world. And I just spent a week at the Royal Medical Center in Wakanda. They're now working in consultation with Hank. Reed Richards is involved as well."

"Is that all?"

"Is that all? That's some pretty heavy brain power, Namor."

"But have you not sought additional help? There must be more that can be done, more experts who can be working on this."

"This is plenty. I'm trying to be discrete."

"Discrete?" Namor said, his voice beginning to rise. "Discretion is for choosing a table wine, Captain. This you fight."

"I am," Steve replied deliberately. "My way. And on my terms."

"I do not understand your attitude," Namor said, pacing, agitated. "To die at the end of a long life well lived; that is one thing. Or to die as men like us should die, in battle for a worthy cause; that is another. But this…this is obscene."

"People die every day Namor. What did you think? That we're exempt from death and disease, above it all somehow? I hate to break it to you pal, but we're not gods."

"Do not put words into my mouth. I only meant to say that there is more that can be done, and more that _should_ be done. Your people owe it to you to rally to your aid. And you owe it to them to fight for your life."

"I don't need you to lecture me on what I owe anybody—got that?" Steve's cheeks flushed as he faced Namor. "I _want_ to live, believe me. But, if it's not to be, if I'm going to die? Then I'm going to do it in my own way. I've earned that right. I won't waste my last days in some hospital bed, waiting for a cure that just isn't there. And I will _not_ let my death become some public spectacle."

"I do not understand you!" Namor bellowed. "Where is the man I once knew, the warrior I followed into countless battles? _He_ would never surrender. No matter the odds, he would _never_ give in. Where is he now?"

"You have no God damned right to talk to me that way! Do you hear me? None!"

Namor turned his back to Steve. For a long moment, a tense silence hung between them, like a fog. In a sudden blur of motion, Namor brought his fist up in a looping arc, hammering it down onto the stonewall. A crack like a shotgun blast echoed across the countryside as a four-foot section of the wall disappeared, vaporizing into a cloud of dust and fragments. The silence resumed, until finally, Namor turned and spoke.

"Steve, come with me to Atlantis. I will have my finest physicians assigned to your case. We can leave tonight, this very minute."

"Namor…"

"No, hear me out. What I said just now, forgive me. I am a fool who speaks from emotion. I always have been."  
"It's all right."

Namor shook his head. "No, it is not. Too many times have I had to beg your pardon, for some stupid word, some rash action. I vow to you now: it will never happen again. I know that you would never surrender without a fight." Namor laid his hand on Steve's shoulder. "In fact, in case I have never told you this before…I think that you are the bravest and finest man I have ever known."

"Thank you," Steve said, in a near whisper. He cleared his throat. "I'll make you a deal Namor. I _will_ consider your generous offer…if you promise to fix Jackie's wall."

Namor looked back to the gaping hole he had put in the structure. He shook his head, chuckling low. "We have a bargain, my friend," he said, wiping at the salty brine leaking from the corner of his eyes.

Just then, a voice called out from the direction of the manor. It was Jacqueline Falsworth, standing at the edge of the veranda.

"Steven, is that you? Who is out there?"

"Namor, don't say anything to her, please," Steve said. Silently, the Prince of Atlantis nodded his head. The two men headed in, urging the elderly woman back to the warmth of the house. Once inside, Namor built a good blaze in the massive fireplace of the drawing room, and Steve fixed mugs of hot chocolate. Back in the comfort of her easy chair, Jackie was once again holding court.

"Namor, I still can't believe that you are really here," she said, reaching out to him. With a courtly bow, Namor took her hand and kissed it.

"And where else would I be on your ninetieth birthday?"

Jackie looked over to the grandfather clock. "Ah, but it is now past midnight. By my reckoning, you are a day late. I should be very cross with you."

"You should indeed, but I will make it up to you. I will be back this way next Tuesday. If you will have me, I shall stop and spend the afternoon."

"Oh my," she said, genuinely surprised. "I shall look forward to that."

"Here," Steve said, handing Jackie a steaming cup of coco. "Drink up and get some warmth into those bones. I could brain you for going out into the cold night air like that. Do you want to catch pneumonia?"

"Oh tosh," she said, sipping her drink. "This is still my house. When I hear a commotion, I investigate. Now tell me, what _was_ that terrible racket?"

"That was me, I'm afraid," Namor said, casting a quick look at Steve. "We were reliving some old war stories, and in my enthusiasm, I carelessly lashed out. I'm very sorry Jackie, but I'm afraid that I damaged your garden wall."

"Oh Namor, no. That wall is older than the manor itself. It was built by the Romans."

"I shall make amends," he said. "I will hire the finest stone mason in all the British Isles. It will be made as good as new, I promise."

"Well, I trust that it will. But I can't be cross with you. I'm too happy just to see you again. To have my boys with me again," she said, reaching out to take both Namor and Steve by the hand. "My regal Prince and my noble Knight. No Lady in days of old could ask for more."

"Unfortunately my Lady, your Prince must be leaving. I have duties in the morning which I can't neglect."

"Must you?"

"I'm afraid I must," he said, looking over at Steve. "For the hour is growing late."

The two men looked at one another, for only a moment. No words were spoken; none were needed. After a second, Namor looked away. He reached down and picked up the package he had brought with him.

"Before I leave Jackie, please accept this gift with my very best wishes for a happy, if belated, birthday."

Jackie made a fuss about such things being unnecessary for a woman of her age (what more could she possible want than their company, she asked?), but at Namor's instance, she took the gift. After taking care to undo the wrapping without tearing it, she opened the box and then froze, transfixed.

"How lovely," she said. "I must confess though, I'm not sure what it is."

"It is a placard," Namor said, "from an ancient sailing ship, lost at sea many years ago."

Jackie removed the rather heavy item, about the size and thickness of a notebook tablet. On it was an engraved likeness of a beautiful woman, serene and slightly sad. Behind her head was the sun, streams of fire radiating outward. There were words, in a language Jackie didn't recognize, etched along the bottom edge. It was golden and slightly pitted, and it had the look of deep age about it.

"My people found it in the Aegean sea," Namor said. "It came from a Trojan warship, some three thousand years ago, the standard of Helen of Troy. Behind her head, come the flames of the sun god, Apollo."

Jackie was speechless. "I don't know what to say," she finally managed. "It must be priceless. Surely it belongs in a museum."

"I do not know of such things. I only know that I thought it a fitting gift for the beautiful Spitfire."

Jackie fretted, unsure how to accept a thing of such historic worth. Eventually she saw that it pleased Namor to give it to her, so she simply said 'thank you'.

"But what is that next to your chair?" Namor said, donning his coat to leave. "It appears that you have another gift yet to open."  
"Oh," she said, spying the box. "It's Steven's present. I had almost forgotten it."

The rectangular parcel, wide and flat as a kite, was wrapped in plain white paper. Jackie picked it up, finding it light compared to Namor's gift.

"Really Jackie," Steve said, becoming self-conscious. "You don't have to open it right now. It's not much."

"Nonsense. I am over my earlier piety. I've rather decided that I enjoy opening presents."

"Well, all right. It's not very good I'm afraid, but it's a painting that I did for you earlier this year. I hope you like it."

Jacqueline Falsworth opened the box, and for a second time, fell speechless. She looked up at Steve, who was smiling at her. Jackie clutched the small framed canvas to her body and bowed her head. After many seconds passed, she looked up, tears streaking her face.

"It is beautiful, Steven. It is so truly and dearly beautiful."

Namor reached down, asking to see the painting. He picked it up, admiringly.

"It is indeed very good my friend. I had forgotten what a talented artist you are."

"I did my best," Steve said. "I painted it from memory." Quietly, he knelt down and wiped the tears from Jackie's face.

"Yes, very good," Namor said. "I know this view well: the White Cliffs of Dover."


	5. Chapter 5 Spying Eyes

_**Spying Eyes**_

October 9th 2008

Manhattan

While Steve was making the trek from Scotland down to Falsworth manor, it had still been nighttime in New York. Inside the high-tech home of the mighty Avengers, Janet Van Dyne was beginning to stir from a fitful sleep. Groggily, she reached over to her right, feeling about. Hank wasn't there. She was awake now, sitting up. The alarm clock read quarter past two. Hank was working late again. For weeks, her husband had been all but living in the lab. Either at home, or here at Avengers mansion, he was spending nearly every spare moment wrapped up with some new project. It was not unusual. Henry Pym was a brilliant scientist and when he was working on something new, a particularly fascinating or difficult problem, he could be a trifle obsessed. But this was different. It wasn't mere scientific curiosity driving him now. Hank seemed desperate, almost frantic in his work. He wouldn't talk to her about it, which was also strange. Jan was hardly the type to pry. She was a superhero and the wife of a superhero; the strange and the secretive was a way of life for her. But this had gone on too long. Hank was pushing himself to the brink of exhaustion.

Jan got up, slipping out of her pajamas and into her costume. She had decided some spying was called for and it was a little cool to be flying around the mansion naked. Dressed in her colorful crimson, yellow and purple costume, Jan walked towards the bedroom door and, suddenly, seemed to disappear. In the blink of an eye, she had shrunk down to one five hundredth of her normal size. As she shrunk, a set of gossamer thin wings sprouted from her back. Seconds later, the Wasp was flying down to the lower levels of Avengers mansion, towards the laboratories.

Within seconds, she was at the biochemistry lab. Thankfully, Hank wasn't working in quarantine. That would have meant an airtight lock down would be in place and even she couldn't shrink small enough to squeeze past such a precaution. As it was, she could just make it through the air vent. Before going in, Jan paused. This was an invasion of Hank's privacy. Did she really want to do this? She wasn't sure, but she decided to go in anyway. If what Hank was working on turned out to be nothing, or if it was something she really had no business knowing, she would leave and simply keep it to herself. But she had to know what was happening with Hank. Jan was only now beginning to realize how worried she had been these past few weeks.

She made her way, flitting quietly through the air duct, finally alighting on the edge of Hank's workstation. From behind a stack of reports, she spied Hank, looking ragged and tired, speaking with Reed Richards of the Fantastic Four over the videophone. The conversation was serious.

"I'm out of idea's here Reed," Hank said, his voice a tired rasp. Suddenly, Jan wasn't sure if she remembered him coming to bed the night before. Hank went on. "I was so certain that we were on the right track with that new protein-based inhibitor, but now…I just don't know what to do."

"But the inhibitor did show promise," Reed said. "It reduced white blood cell production by almost seventy percent—which slowed antibody response considerably. That's something we can work with."

"Work with what?" Hank snapped. "That'll just make him weaker and sicker. If we're lucky, it'll buy us a couple of weeks. Is that what I'm supposed to tell him? Jesus."

"It's something, Henry. If it buys us two weeks, than it's something. I'm still working on a nanite protocol. It should allow us to perform repair and maintenance on the cellular level, but I need more time."

"That's just another temporary fix. We need a cure, not a band-aid."

"I agree. But any real hope of a cure depends on the following. first, we must open this up to as many doctors and research laboratories as—"

"You know how he feels about that," Hank interrupted. "He wants to keep this as quiet as possible."

"Then we must get him to change his mind. We need every good person available working on this problem, Henry, you know that. Second: we need the original data, all of it. We _must _have the actual Super Soldier formula."

'_Super Solider_,' Jan thought. '_That's Steve they're talking about.'_ She listened as Hank spoke, troubled by the weariness and anger in his voice.

"I know we need that information Reed. Don't you think I've tried? I've gone through every channel I can think of. Everywhere I turn, I get stonewalled. Bill Curtis, an old friend of mine, is deputy to the Army's chief of medicine. He told me that the word has gone out: no one will cooperate with us—no one. The best I could get was this pile of junk. A bunch of obsolete reports with none of the necessary data. Half the pages are redacted anyway."

"All the more reason for Cap to open up about his problem," Reed said. "These organization need to understand the consequence of withholding this information."

"And you think that would make a difference? I'm telling you, the bastards would rather see him die than release their precious formula. I just got off the phone with the head of the NSA. Do you know what he told me? He said releasing the formula would be, and I quote: "an unacceptable risk to national security." Pretty funny isn't it? Saving Captain America, a risk to national security?"

With an angry swipe, Hank scattered the pile of papers to the floor. Jan narrowly avoided the collision. She flew up to a nearby filing cabinet, safely out of sight.

"We just have to keep trying," Reed said. "I'll contact the President's science advisor, Michael Dyson. I graded his doctoral thesis at Princeton. Maybe he can help. Meanwhile Henry, there is one important thing which you need to do."

"What is it?"

"You need to get some sleep."

"Yeah, I know. I will."

"Hank, I mean it. You're doing no good right now. You're exhausted. Get some sleep and come at it fresh in the morning, please."

Hank rubbed his face, blinking. "You're right. I'm done for the day. You should turn in as well."

"I am," Reed answered, "Goodnight Henry."

The screen went blank and Hank Pym slumped back in his chair. For several seconds, he sat staring at the ceiling. Slowly, he got up and walked to the far end of the lab, to a large computer screen with an image of a DNA strand. Hank began typing information onto a keyboard, manipulating the image. As he did, Jan flew down to the floor behind him. With a silent mental command, she returned to her normal size.

"I thought you told Reed you were turning in."

"Christ!" Hank said, spinning around. "Jan, you scared the hell out of me." He paused, looking over at the now blank com-screen. "How much did you hear?"

"Enough."

"You shouldn't have heard any of it. You had no right to be spying like that."

"Spare me," Jan said. "Be mad tomorrow if you want. Right now just tell me what's going on with Cap."

"I can't. He asked me to keep this confidential."

"Too bad. He is a member of this team, and as chairwoman, I need to know. Damn it Hank, Steve is my friend as much as he is yours. Now tell me; how bad is it?"

Hank stood there for a moment, trying to muster the energy for an argument. He dropped his head, coming up dry. "It's bad," he said, running a hand through his lank blonde hair. "If we don't find a cure in the next four, maybe five weeks…"

"My God. It's that serious?"

"Yes. That's why I have to get back to work."

"Hank, you're out on your feet. How long has it been since you slept? Come to bed. Please"

Hank shook his head. When he spoke, his voice was a whisper. He was near the breaking point. "You don't understand. He came to _me_. I can't fail him. I can't be the man who let Captain America die."

Jan put her arms around her husband, holding him tight. "Oh baby," she said, blinking away tears. She pulled Hank's head down to her shoulder and began rocking him. "You're so tired. Let me take you to bed. I'll make sure you get up early. Please darling, please."

Hank nodded, and Jan led him from the lab. Soon they were upstairs, in their private quarters. Jan helped Hank peal off his clothing. She pulled back the sheets, kissing his forehead.

"Set the alarm for eight o'clock," Hank said. He was asleep before he hit the pillow. Jan set the alarm for nine and crawled into bed beside him. For the first time since she was a little girl, Janet Van Dyne fell asleep with a prayer on her lips.

In the nation's capitol, in a large office complex across the river from the Washington Navy Yard, the lights were still burning despite the late hour. Though the halls were mostly empty, the activity never truly stopped here. This was the headquarters of SHIELD. In his spacious office, SHIELD's Director in Chief was pouring himself a drink as he spoke with his head of Agent Assignments over a secure line. The call was on speaker.

"Gabe, this is Fury. What's the word, has she checked in?"

"Not yet colonel. We've sent agent Carter three Priority Alerts today, but there's been no reply. Her communicator trace shows her to be in Chicago. If you'd like, I can send out a team to make contact with her."

Fury thought a moment. If Carter didn't want to be found, there was no way that that trace was correct. "No, I'm sure she'll check in soon. Just let me know the minute she does. Thanks Gabe."

Fury eased into his chair. His back was giving him fits today. He reached into his desk drawer and grabbed a handful of aspirin, washing them down with a swallow of scotch. Six days going and Carter had yet to check in. It could only mean one thing…

'_She knows_.'

It was inevitable. She was too good not to catch wind of it sooner of later. He had hoped for later is all. The only question was how **much** she knew. Clearly, she knew about Cap's illness. But did she also know about Top Shelf? Fury had buried all traces of that particular operation years ago, in the deepest hole he could dig. But if anyone could find it again, it was Sharon Carter. Her on-again off-again relationship with Cap had proven useful over the years. Usually. Other times it had proven to be a hell of a complication. This was one of those time, and it was threatening to get worse by a magnitude. Fury knocked back the rest of his drink and pressed a button on his desk consol. On the far wall, a large monitor blinked on, followed by a computerized voice.

"Security check required. Please state your name and title."

"Nicholas J. Fury, Director in Chief."

The computer paused, performing a voice match.

"Please speak or enter your pass code."

"Howler, two nine, xkx, dash eleven."

"SHEILD database on-line, Director Fury."

"Access my personal server and open file Delta Alpha One."

"This is a top-secret protected file. Retina scan required."

Fury held still as a beam of light flashed out, scanning across his face. The light first focused on where his right eye should have been. Finding nothing but a blank patch of leather, the beam moved on to scan his left eye. "Scan complete," the computer said. "File open, Director Fury."

A file marked 'Captain America – ongoing investigation and findings' appeared on screen.

"Confirm security protocols," Fury said.

"This file is authorized for director Nicholas Fury, accessible at this terminal only. Pass code and retina scan required."

"When did I last access this file?"

"October eighth, 2010. Ten thirty pm, eastern standard time."

Yesterday, Fury thought with a smile. He'd been aboard the Helicarrier yesterday. He hadn't opened this file in five days, not since he was last here in the office. "Good one Carter," he murmured. "Remind me to ask how you pulled it off someday."

Fury sat back in his plush leather chair, scrolling through the data. He skipped the first part, knowing all too well the information it contained. He stopped at the recent entries. Cap's Associates were looking to gain access to the Super Solider files. Reed Richards and Henry Pym were accustomed to their clout opening doors for them, but this time they were coming up against the limits of their fame and prestige. They were knocking on front doors that led nowhere. It was the back-alleys they needed to try. For a couple of certified geniuses, they were slow on the uptake.

Fury read the last entry with interest, news of Cap's mission yesterday in Scotland. By all reports, he had performed brilliantly. Fury brought up a video feed, taken by the British SAS. The first images were of the initial strike. Cap was leading the way, in spectacular fashion. Fury had seen Cap in action many times over the years, but he never got over the astonishing speed, power and skill the man possessed. After several seconds of action, the footage jumped to the aftermath of the raid; scenes of the British commandos rounding up the defeated Hydra forces, shots of the English hero Union Jack conferring with the SAS commander, everything routine at this point. Then something caught Fury's eye.

"Computer, freeze. Roll back a frame. One more…there, stop. Enlarge." The image expanded. Almost lost in the background, Fury noticed Captain America leaning against a railing, resting his hand on his knee. He appeared winded.

"Enlarge again," Fury said. "Enhance."

What Fury saw was troubling. Cap looked more than winded. He looked exhausted. He appeared to be wincing in pain. "Resume video," he said.

The footage began to play again. It was filmed with a handheld camera aboard a drilling platform on the North Sea, so the footage was shaky. Cap came in and out of frame. After a few seconds, he straightened up, the exhaustion seemingly gone from his face. There was a break in the video and the next image was of the Hydra forces being led away in handcuffs, boarding a British battleship.

"Computer, close file."

Fury got up, needing another drink. What he had just seen on that video was wrong. For any normal man, the actions that Captain America had undertaken would have been utterly impossible. Not even the finest Olympic athlete could have matched him, but Cap was far more than a mere athlete. Fury had personally seen him exert himself at levels like that for an hour or more without becoming exhausted. It had to be the illness, finally beginning to manifest itself.

Fury felt old. Hell, he _was_ old…but he felt it now, acutely. Old and very tired. He removed his eye patch, giving his skin a chance to breath, and dropped down onto the large couch next to the bar. This job had taken its toll over the years. Along with the eye, it had cost him a carbon fiber pin in his right shoulder, a surgically reconstructed left knee, one bad back and one good marriage. He wasn't complaining; this was the work he wanted to do, the job he wanted to have. But some days it wore on him heavier than others.

Things were going to get dicey now that Carter was involved. It was time to take a more direct hand. With a little luck, he could keep this situation from blowing up in SHIELD's face. The organization couldn't afford another public black eye, not so soon after the Mockingbird scandal. He needed to get someone on the inside. Fury pulled a cell phone from his pocket and placed a call. On the tenth ring, someone picked up.

"…It's three in the morning," said a gravelly voice. "This better be good."

"It is. By the way Quartermain; it's closer to four."

"Colonel Fury?" answered Clay Quartermain, shaking the drowsiness from his voice. "I'm sorry sir. I didn't recognize your number."

"I didn't want you to. This is off the record. I have a job for you."

"What is it sir?"

"The special assignment you've been working on? We've lost containment. The news is out."

"Is it her?"

"It is. I'm sending you a package by special courier—it'll be there within the hour. There's something in it for her. I want you to deliver it, along with this message. Tell her that I'll back her play as far as I can…but no farther. Remind agent Carter what team she plays for."

"I will. Anything else sir?"

"Yes. She may not like that message. She may decide she doesn't want to be a team player."

"She often doesn't, Colonel."

"I know. That's part of what makes her so valuable. It's also what makes her so dangerous. I can't afford dangerous on this one. If it comes to it, will you be able to bring her in?"

This time there was a very long pause. When Quartermain next spoke, his tone was subdued. "You can count on me sir."

"I always have. Good luck Clay."

Fury hung up. He next called for a SHIELD courier. Within minutes, the package was on its way to Quartermain's place in Alexandria. Fury hit the couch, hoping to catch a few hours sleep. His meeting in the morning with the Senate subcommittee on Intelligence and National Security was off. He would have to send Stillwell in his place. There would be a price to pay for doing that, political fallout that he would be dealing with for months to come—assuming he would still be in charge of SHIELD once this situation played out. It couldn't be helped. Fury had another meeting he needed to arrange instead, a meeting that had been a very long time in coming. He needed to meet with the man recently confirmed as the President's National Security Advisor, the man who was now his boss. Oliver Holder.

There was a very good chance that Fury would have to kill him.


	6. Chapter 6 Top Secret Files

**Classified: ****TOP SECRET**

**U.S. Army**

**File No. 99—745**

**(Classification re—authorized May**

**10****th****, 1997)**

June 12th, 1939

To: General Harlan Rhodes,

4th Army Brigade, Special Projects and Development,

Division Command Center

From: Dr. Elvin Scott, on-site Director,

Project: Super Soldier

General,

Before I begin this report, a few items of concern. First: security. Twice this week our sentries have spotted vehicles driving very slowly past the base perimeter. Both times, the vehicles left before security could ascertain their identities or purpose. A six-man security team is proving insufficient to maintain a base of this size. Also, there have been reports of strange sounds over the telephone lines. I fear spies are a distinct possibility. Second: the use of coded correspondence. I request you assign us a specialist in coding. As it is, I must assign one of my people to do it, taking them away from their duties.

As for my report, much of the news is not good.

Corp. William Beets (army): DECEASED

Pvt. Kenneth Hartley (army): DECEASED

Pvt. Spencer Fox (army): PARALYSIS (stable condition)

Pvt. Thomas Pyle (marines): HEART FAILURE (stable condition)

Lt. Andrew Weisman (navy): COMA (critical)

Lt. Weisman has been unconscious for three days and is completely unresponsive. Pvt. Fox has shown some improvement; while still completely paralyzed below the waist, he is regaining sensation in his upper body and last night was able to move the fingers of his left hand. Our head physician, Dr. Coty, believes there is a good chance his paralysis may be temporary. Pvt. Pyle suffered congestive heart failure but is in stable condition and is expected to recover.

As for the remainder of the test subjects:

Capt. Guy Hesston (army) NEGATIVE RESPONSE

Corp. Will Sturgis (army) NEGATIVE RESPONSE

Pvt. Aaron Widener (army) NEGATIVE RESPONSE

These men received the exact same treatment as the others yet had no response at all, other than nausea, but this may have been due to stress. All three men were young and exhibited extreme nervousness.

The good news (I hesitate to use the term with so much having gone wrong):

Cdt. James Barnes (West Point) INCONCLUSIVE

Cdt. Barnes is the youngest of our ten subjects (18 yrs.). While (like all the men who died or became ill) Barnes did suffer loss of consciousness, fever and convulsions, he regained consciousness within ten hours, showing no ill effects. There are some signs of physical improvement, but too moderate to be conclusive at this time.

Steven Rogers (civilian) **POSITIVE RESPONSE**

Mr. Rogers is the only civilian in the test program, and was the least physically fit. He had slight paralysis in his left leg (cause: poliomyelitis), and was 20% under his ideal weight. Upon receiving the serum, Rogers suffered the exact same effects as Cdt. Barnes—only in his case, the improvement has been dramatic:

T

**Test Subject: Steven Rogers**

At date of admission As of today

Height: 6' 1" 6' 4 1/2"

Weight: 147 lbs 192 lbs

Eye Sight: 20/40 20/15 (off chart)

Hearing: 6.6 army scale (average) 10.0 army scale (off chart)

hese changes occurred in a period of 72 HOURS, far exceeding our most ambitious projections. The increase in sensory perception was unanticipated. The growth in bone and muscle tissue is without precedent in recorded medicine. We put him on an ultra-high calorie diet (including a glucose IV) to keep pace with his growth. Although still quite weak from the shock to his system, Rogers is showing signs of an exponential increase in physical strength and reflexes.

There are even more astonishing changes. Rogers exhibits no signs of having ever been infected with the polio virus. The paralysis is completely gone. I know the President is closely following these results, but I must urge caution; it is far too early to label the serum a cure for polio. Rogers also reported for testing bearing a 6-inch vertical scar on his lower right abdomen (appendectomy). Not only is that scar is now gone, Rogers has also completely regenerated his appendix. I can offer no medical explanation.

Rogers appears to be a most successful test subject. However, with two men dead and three others seriously ill, we must suspend testing and take the serum back to formula. I recommend transferring Rogers to the alternate facility in California, to begin phase two of the treatment. I think it would be wise to send Barnes and the other survivors with him, as the men have developed into a tight unit over the past three months. I will await your reply.

Doctor Elvin Scott


	7. Chapter 7 A Shadow RIses

_**A Shadow Rises**_

October 10, 2008

Falsworth manor, England

Jacqueline was up early, despite staying awake until well after one in the morning chatting with Steve and Namor. She was eager to start the day; breakfast with Steve, and of the arrival of her family later in the afternoon, but as Trilby brought the morning paper and tea, she received a surprise.

"Gone, did you say?"

"Yes ma'am. The gentleman was gone before I awoke at seven thirty. He left this on the mantle."

It was an envelope, addressed to her. Trilby set it on the serving tray, next to the tea, and left the room. Reaching for her glasses, Jackie opened the envelope, and began to read.

S

_Dear Jackie,_

_Sorry to run out on you, but something's come up (nothing serious—just some Avengers business). Hope I didn't put a crimp in your birthday celebration. Tell everyone that old "uncle" Steve says hello, especially that Emily. She has your eyes. I'll be in touch soon, I promise. Take care, my darling girl._

_Love, S._

he set the note next to her on the bed. Something was wrong here, she could feel it. Steve's duties as Captain America _were_ demanding…yet somehow she didn't believe his excuse for leaving. He was hiding something. She had felt it yesterday, as they were visiting, something just below the surface of all Steve's light conversation. He never was able hide his feelings from her. It pained her now to think of how easily she had been able to keep secrets from him. Several times yesterday she felt certain that he was about to open up, but the moment always passed. Suddenly, Jackie remembered something from last night, when Steve and Namor had come in from the garden. At the time she dismissed it, blaming it on the darkness and her failing sight. However, when Namor first stepped inside, she had noticed—for a fleeting moment—something about his eyes…

"Tears," she whispered. "Namor had been weeping."

Yes. She was sure of it. He _had_ been weeping, and that meant something was indeed wrong. Namor was most certainly a man of great passions. His emotions seemed always just below the surface. But tears? Never. He was too prideful for that. There was something wrong with Steve, something very wrong.

Jacqueline bowed her head. In the passing of that single moment, she came to a decision. The time for secrets was over. She found a surprising calm settle over her. The uncertainty and fear she had wrestled with for years seemed to evaporate in the light of necessity. She pulled the velvet rope hanging at her bedside, and soon Trilby appeared.

"You called ma'am?"

"I want you to telephone my family. The party is off. Give them my apologies."

Trilby paused a moment before answering. "Very well, ma'am, but what reason shall I give?"

"Oh, I don't know," she replied with some irritation. "I trust you will think of something appropriate. Be sure to tell them I am fine, that I am not ill."

"Then you wish me to lie ma'am?"

Jackie glowered at Trilby. "I wish," she said, "for you to do as I ask—and be quick about it. Call everyone…except for Emily." With some effort, Jackie stood. She drew her nightgown around her and gathered her strength for the task ahead. "I shall need you to drive me to Oxford, Trilby. I must speak with my grand-daughter myself."

By the time Jackie was reading Steve's note, he was approaching the outskirts of London. He felt like a heel, running out on her this way. She would be upset, and his flimsy excuse wouldn't cover it. He'd just have to think of something to tell her. But what he couldn't do was share his bad news with her, not after the way things went with Namor. He just couldn't handle an emotional scene like that again, especially not with Jackie. Steve caught his reflection in the rear-view mirror.

"You're a coward."

And so he was. This was something he was unaccustomed to, lying and being afraid. He hated it, hated how it made him feel. It wasn't death he feared. He'd faced down that specter too many times for it to have any real hold on him now. But having to face the people you love, and tell them you were dying? He didn't know how he would ever find the courage. Namor hit a nerve with him last night. He felt like he was quitting somehow, as if he was deserting his post. It was absurd, but that's how it felt all the same. He had to believe that a cure was still possible. If life had taught Steve anything, it was that nothing was impossible—his very existence today was proof of that. He thought of Hank Pym and Reed Richards, the two scientists and old friends who were heading the search for a cure. '_Boy's_,' he thought, '_I pray you're as smart as we all think you are_.'

Soon the traffic became heavy and Steve had to focus on his driving. He was glad the car had an on-board navigation system, because he would have been lost without it. Sixty-five years ago, he knew this sprawling city well, but things had changed so much since then. This area bordering the east bank of the River Thames used to be nothing but factories and warehouses—most of which were destroyed in the Blitz. Today, all remnants of that era were gone. This was a bright, modern development now, full of housing, shops and restaurants. Steve wasn't sure if he didn't prefer it the old way. It was ridiculous, of course, romanticizing a bunch of rundown old factories (many of which dated back to the Industrial Revolution) covered with soot and grime as they were, but at least they felt like London somehow. This place, nice as it was, could just as easily be a suburb of San Francisco, Baltimore, even Moscow for that matter. There was getting to be a 'sameness' to the world that Steve found troubling. Progress didn't always mean improvement.

Up ahead he saw his turn. He found the house he was looking for on a small cul-de-sac, right on the river's edge. It was a big place, very modern. Not really his taste, but certainly nice. He parked and walked up the stairs.

He knocked. A moment later, a youthful looking man in a faded Manchester United t-shirt opened the door, mopping his forehead with a towel. He was very fit, over six feet and a solid two hundred pounds. His hands were those of a fighter, hard and calloused, with thick, blunted knuckles. To anyone with an eye for such details, this was obviously a man who could handle himself in a tight spot.

"Hullo?"

Steve smiled. He'd forgotten that Chapman only knew him professionally.

"How are you Joe? I was passing by and thought I'd stop for a quick hello. If it's not a good time?"

Joey Chapman's eyes grew wide, suddenly realizing his guest's identity. "No, no, its fine Ca…" he trailed off. "Sorry. Afraid I'm a bit off kilter. I'm not really sure what to call you."

"I understand. And please, call me Steve."

Joey seemed unsure what to do with this information, as if this was all a test to gauge his reaction. After a few seconds, he answered "Right. Steve it is. Come in, please."

Steve followed Joey in. It was mostly one big open space, with high ceilings and tall, narrow windows. There were only a few enclosed rooms. In the back was a small kitchen and dining area. Everything else was all business, more gymnasium than home: heavy bags and focus pads for sparring, free weights and a few machines, mostly for cardio. Floor mats covered much of the hardwood floor. Against the far wall were several wooden targets with various throwing knives sunk deep in to them. Joey walked over to the couch, almost the only piece of actual furniture there, and moved a stack of newspapers.

"Excuse the mess, bit of a slob I'm afraid," he said. "Can I get you anything? Tea, coffee? Got some pizza in the fridge if you're hungry?"

"Thanks, but no. I can't stay long. I'm catching a flight soon."

"Well. I'd show you around, but this is it actually. The downstairs is just storage space." Joey sat on the edge of a weight bench. It was holding an Olympic bar, loaded with about four hundred pounds Steve estimated—very respectable.

"Nice place Joe. A little on the Spartan side, but nice."

Joey smiled ruefully. "It's a perk. I also get a car and a nice fat expense account. The British government takes good care of their agents," Joey said, laughing. "At least it does for those agents who make the grade. I've been put on disciplinary leave. I imagine the Royal family had a say in that. What do you think, time to keep an eye out for a new flat?"

"That's why I stopped. I figured you might be dealing with some issues after Scotland."

"Ah, I see." Joey got up and ran a hand through his short reddish hair. "Well, I appreciate the thought Cap..."

"Steve."

"Ok then," Joey said. He walked over to the heavy bag. "I appreciate the thought, Steve. But I don't need anyone to hold my hand. I bollixed it the other day." He began snapping punches into the canvas bag, making it sway. "Don't bother saying I didn't. I'm a professional. I can deal with the truth—without any pep talks."

"I didn't come here to give you any pep talk," Steve said, standing up. "I came to give it to you straight. You need to get you act together. You screwed up the other day."

Joey turned and looked at Steve.

"What?"

"This is a life or death profession we're in, and if you can't get your head right, you have no business being in it. You should have spotted that sniper."

"Hey," Joey shouted, stepping toward Steve, pointing a finger in his face. "The little bastard was wearing a refractor suit, in case you don't remember. He was bloody well invisible!"

"Hydra's had that technology for what, a year now? You've been briefed on it. And it's hardly true invisibility. More like a crude camouflage, especially in the dark, where it gives off a slight bluish glow. But you missed it. You were lucky I was there to pull your ass out of the fire."

"That the way it is, then? Is that the opinion of the _Great Man_ himself, that I'm a washout?"

"I don't know. Are you a washout?"

White fury flushed over Joey's face. He lunged at Steve, throwing wild, swinging haymakers. Most of the punches Steve batted aside, a few he let thud into the sides of his arms. "Joe," he said. "You don't want to do this."

Joey pulled back, his expression cold rage. Suddenly, he sprang forward, spinning his leg in a tight crescent. The move was blindingly fast. Joey Chapman was a black belt in SAS combat karate and his kicks could splinter oak beams. With an echoing 'whap', the kick landed on the upper part of Steve's right thigh. Instantly, Steve stepped forward, closing the distance. He extended his right arm, driving his open palm into Joey's chest. Like a rag doll, Chapman flew back, crashing into a rack of barbells and weight plates. He fell to the floor amid a clatter of steel. Joey scrambled to his feet, grabbing an empty dumbbell in his fist, wielding it like a club. Steve's eyes narrowed and for the first time he assumed something of a fighting stance. When he spoke, his voice was utterly calm, but deadly serious.

"Don't do this Joe. Don't make a mistake you'll only come to regret. I came here today as your friend."

Joey stood there, breathing hard. With a grunt, he turned and threw the bar into a mirror on the far wall, shattering it. It took a moment for him to regain his composure.

"You're right," he said quietly. "I missed the bastard. Because of my stupidity, the Prince almost lost his life. I _am_ a washout."

Steve walked over to a shelf and grabbed a fresh towel, which he handed to the younger man. "I've got something to tell you Joe—and you need to listen up because I don't have time to repeat myself. For the record, I never called you a washout. Those were your words. In fact, I think you have everything that it takes. You're strong, smart and skilled…not to mention you have the kick of a Missouri mule," Steve said, rubbing his thigh. "But it doesn't matter what I think; it matters what you think. Do you know why you missed that sniper?"

Joey shook his head and muttered. "I don't know. I just got sloppy."

"No. I was there, remember? You missed him because you didn't even look for him. You ignored the first rule of guerrilla warfare: always scan the field for potential ambush sites. Instead, you charged in blind, in a mad rush to be first. This was a rescue mission, not a contest."

"Easy enough to say when you're the winner."

"I didn't win anything. The team won."

Joey shook his head, looking haggard. "You really have no idea, do you? How hard it is, standing in your shadow? I could see how the men on our strike team looked at you, like God himself had just arrived—and why not? You're the best."

There was a mini-fridge against the wall and Steve went to it, grabbing two bottles of water. "I'm going to let you in on a little secret," he said, tossing a bottle to Chapman. "Nobody is the best. The best is a myth."

Joey laughed. "That's news to me. The way you took out ten Hydra agents to my one, the way you crossed that platform, under heavy crossfire, in the blink of an eye? Hell, I can't even think that fast, let alone move that fast. And when we took their command center, I must have looked the right bloody fool— trying to set an explosive charge on that door. What a waste of time…you just kicked it in, didn't you? Two-inch plate steel and you crumpled it like tin. You don't call that being the best?"

Steve smiled.

"Off the top of my head I can name a dozen men capable of shattering _six_ inch plate steel. A couple of women too. Does that make them the best? I know others who can move faster than the eye can follow, like lightening. Are they the best? What about the ones who can fly, or project energy from their hands? My point is, we all bring a different set of skills to the table—different strengths, different weakness. So don't get caught up in trying to be 'the best', whatever that even is. Just work to be the best that _you_ can be. That's all any of us can do."

"Be the best you can be?" Joey said, with a weary grin. "Bit corny, isn't it?"

"Maybe, but its good advice. If you go on chasing impossible standards, you'll only fail. That's what makes you press out there, and _that's_ what leads to mistakes."

Steve looked at his watch and set his water down. "I have to be going. Look, Joe, I won't lie. Your window of opportunity is getting very narrow. Your C.O. wanted to suspend you from active duty indefinitely, not just a month. He wanted to revoke your status as a free agent."

"You've spoken with General Stonewell?"

Steve nodded. "Stony's an old friend and he asked for my opinion. I told him I thought you were the man for the job. I asked him to hold off, to give you another opportunity to prove yourself as Union Jack. You've got that chance. Now it's up to you."

"I…I didn't know that. Look, not to be an ungrateful little prat, but why? Why put yourself out for me this way? I'm not even sure if_ I_ believe in me. Why do you?"

Steve grew quiet. Joey began to think he wasn't going to answer, but eventually he did. There was a melancholy to his voice as he spoke.

"In the early days of the war—before my country was even it in fact, I was here in Britain on the hunt for a Nazi spy. He'd stolen vital US defense secrets and was here in England doing the same. You could follow his path by the bodies in his wake. After a month on his trail, I finally had him cornered… ironically enough, in Scotland, not far from where we were the other day. I moved in for the kill. Only it turned out that I was the pigeon that day. He got the drop on me, shot me point blank in the chest. If it hadn't been for my tunic and my healing ability, I would have died on the spot. He then took the butt of his pistol and beat me to a pulp, dumping me in the ocean. I managed to swim to shore and I watched as a U-Boat took him safely back to Germany. That spy was a Nazi colonel named Johann Schmidt. You might know him as the Red Skull."

Chapman listened with fascination. He had known Cap for almost three years, but for the first time he was seeing him as a flesh and blood man, not as some invincible icon. Cap continued.

"Physically, I recovered quickly. But mentally..? It was my first defeat, my first real setback. My confidence was shaken, all but gone. That was when a man, whom I would come to respect very much, talked with me. He got me back on my feet and back in the fight. It was Sir Richard Falsworth, the original Union Jack. I asked how I could ever repay him, but he said there was no need—in our line of work, we back one another up. He told me that someday I might find myself in a position to help someone as he helped me. That's why I'm here. To repay that old debt."

Joey felt an electric charge run up his spine, making the hairs on his neck stand on end. He had to remind himself to breathe as Steve continued.

"Sir Richard was a good man, as was his son, Brian. You're a good man too, Joe. You remember that the next time you wear those colors…and you do them proud."

It took a moment before Joey's voice came to him. "Thank you Cap," he said, offering his hand. "Thank you for everything."

"No need for thanks," Cap said, taking his hand. "That's what we do in our line, we back each other up. And I told you, it's Steve."

Joey smiled. "That's going to take some getting used to. Can I ask…is that your real name?"

Steve laughed. "It is. Hey, if you can't trust a friend with a secret, who can you trust?"

Joey slapped his hand across Steve's back and walked him to the door. When they got there, Steve paused for a moment, as if mulling something over in his mind.

"I'm getting together with a few friends next Friday, a little standing poker game we have. Thought you might like to come. You play?"

"Yeah," Chapman answered modestly. "I play a little. Where's the game?"

"Avengers Mansion."

Joey froze. "…Avengers…Mansion?"

Steve reached for his wallet, pulling out a business card. "It's a friendly game—mostly small stakes. No one goes home _too_ busted. If it sounds good to you, call this number. He'll arrange your transportation."

Steve handed Joey the card, then got into his car, heading off to Heathrow airport. For a long time Joey Chapman stood in his doorway, reading and re—reading the card, shaking his head in wonder:

T

Avengers Mansion Security Team

Col. John Jameson, pilot (U.S.A.F., retired)

1—88Avengers (1—881—825—3267)

flighcrew

hirty minutes after leaving Joey's place, Steve was aboard the Quinn jet, the Avengers private transport, winging his way back to New York. He settled into his seat, feeling better than he had in days, maybe weeks. It was as though he had just rinsed his mouth of a foul taste. Self-pity was a sickening brew and he had been drinking from that cup far too long. This afternoon had been a reminder to Steve of what was truly important in life; purpose. There was work yet to do. He'd lost sight of that recently, but Joe had helped him see it again. Whatever tomorrow had in store, there was still today. It wasn't death Steve feared at all. It was losing his sense of purpose he dreaded, for that was the truer death, a death of the spirit. Steve's had been a life of duty, a life of honor, and above all, a life of purpose. As long as he still had that, he had reason to hope.

He had come to a decision: it was time to open up about his illness. He had bungled things with Jackie, badly, a mistake he did not intend to repeat. It was time to come forward and be honest with his friends. Though Steve was determined to guard his dignity, the simple fact was, Captain America was a public figure, and Steve could not deny the America people the truth. He would simply have to find some way to balance his personal needs against his public duty. There would be a lot on his to-do list once he got home.

In the stand beside his seat, Steve found a copy of the morning edition of the Daily Bugle. He scanned the front page, surprised to see that news of Scotland had begun to leak. He grew more concerned as he read of nine other Hydra offensives carried out that same day, all over the globe. A coordinated campaign. The intelligencia believed that Hydra was no longer capable of such a thing. Everybody—SHIELD, Interpol, NATO, CIA—all insisted that Hydra's command structure had collapsed two years ago, never to rise again. It died, so it was believed (hoped?), alongside the man who created the organization…

The Red Skull.

Steve had been there, two years ago, when the world thought that the threat of the Skull had finally perished from the face of the earth—a lovely fiction, but one he could not believe in. Experience had taught him to trust nothing where the Skull was concerned, death least of all. Cap and the Falcon led the strike against the Skull's fortress that day, high in the Ural mountain range. As Falcon and a squadron of SHIELD agents engaged the Hydra troops, Captain America and the Red Skull once again met in personal combat. Sometimes it felt to Steve like he had been battling the Skull all his life. Perhaps he had.

The battle raged, violent and deadly, a near thing, as it always was. Several times the Skull nearly gained the upper hand. But the tide turned; the Hydra forces, routed, were in disarray, falling back in retreat. A series of explosions began rocking the fortress. The platform upon which Captain America and the Red Skull fought buckled and tore loose from the main structure. At the last instant Cap leapt away, grasping a piece of shattered railing, pulling himself up to safety. He turned and saw what all the others saw; the platform tumbling down the mountain chasm, the figure of the Red Skull, flailing amidst the flames and twisted steel, spitting out his hate upon the world even as he fell to his death. He saw it…but he didn't believe it.

Steve set aside the paper—and his thoughts of the Skull. He buzzed the cockpit.

"Hey Cap. What's up?"

"John, I wanted to thank you for hightailing it over here so quickly. Hope I didn't mess you up having you come a day early."

"No problem at all," Colonel Jameson answered. "You interested in getting any fly-time?"

"Not today, pal. I'm feeling a little bushed, think I'll get some shut eye," Steve said, suddenly feeling exhausted.

"All right Cap. We have the wind at our tail, figure we'll be home in four, maybe four and a half hours. Happy dreams," Jameson replied. Steve did not hear those last words. He was already asleep. He would not awake until the Quinn jet touched down.

On a small island three hundred miles west of the coast of Africa, Elvin Gibb was experiencing a moment of transcendent joy. Everything he had been striving towards these past dozen years was about to come to fruition. His tireless work, the countless sacrifices, his total, unwavering devotion…all of it, about to crystallize in a moment of utter triumph. Triumph for himself, triumph for the cause. For a moment, he thought he might weep. He looked about, surreptitiously. There was no one near his workstation. Quickly, he slid the documents back into the envelope. Taking a moment to gather his composure, Elvin stood, clutching the envelope tightly.

"Kline, man the station. I'm expecting a contact from our Washington bureau. I should be back in time to take it, but if not, call me."

"Yes sir."

Elvin looked about in satisfaction. He was the chief officer for all incoming intelligence for the eastern seaboard of the United States. He had a staff of fifty men and two dozen field agents under him. It was a lofty position—a lifetime away from the dusty back roads of West Virginia, from the angry and confused young man who once painted swastikas on highway signs and smashed windows in the dark of night, imagining he was accomplishing something. How far he had come. How far he had yet to go; after this day, he would rise to the inner circle of power, he was sure of it. The Great One would reward him for his diligent work; it was his destiny, and Elvin Gibb headed off to meet it.

As he approached the doors of the command center, Elvin's superior officer moved to intercept him.

"Where are you headed, Gibb?"

"I have some important information, Commander. I need to see…him."

This brought an indignant laugh. "First, _no one_ sees him unannounced. Second, if you have information, bring it to me. Follow your chain of command, section chief."

"I don't think so," Elvin said, holding up the envelope. "You're not taking credit for my work this time, Thorpe. _I_ put these facts together, _I_ connected the dots—me. This wasn't part of my assigned duties. I took the initiative…and I expect the reward."

"You insubordinate little worm. I'm going to run you out of Hydra, Gibb. Tomorrow morning you'll be back in Dirtwater USA, passing out handbills at white power rallies."

Elvin's thin white lips curled with anger. The Appalachia, which he had worked so hard to remove from his accent, began to creep back. "Tomorrow morning? I'll be head of global intelligence tomorrow morning. And you'll be bringing my coffee."

The two men stood nose to nose. Thorpe was about to call for security when a voice came over the intercom speaker above the door.

"What's the problem here? State your names."

"This is division commander Donald Thorpe. Everything is under control. I apologize for the—"

"My name is Gibb," Elvin interrupted. He turned to face the camera. "Section chief for sector 1-A. I have important news. I must speak with our Leader, immediately."

The two men began arguing, but stopped as the doors swung open.

"Chief Gibb, report to the security desk. Alone."

Elvin stepped over the threshold, taking exquisite pleasure from the look of surprise on Thorpe's face. Gibb had to pass through three security checkpoints. Each time, he held his ground, refusing to divulge his information, insisting that he deliver it personally. Finally, he was led to the elevators, which took him to the upper levels of the well-hidden jungle base. He was met by a woman he had seen many times in the compound. Gibb had never spoken with her—few in Hydra had, but her influence reached to all quarters of the organization. Her features were a striking blend of Asian and European, though exactly what her ancestry was, no one knew. Her long black hair, like skeins of silk, hung across the left side of her face, attempting to conceal a knot of scars, accentuating her severe beauty. Her green leather body suit and matching lipstick gave her an appearance to match her name. She was Viper, the Second in Command of Hydra.

"Hello, mister Gibb. I'm told that you have news. Something of importance to our Supreme Commander?"

"That's correct."

"For your sake, I hope so. Follow me."

She led him into a dimly lit room. There was no carpeting on the granite floor. The walls were mahogany and the leather-upholstered furniture was ox-blood red. In the center of the room was a massive desk of carved teak and polished marble. In the darkness, it took Elvin a moment to see the figure seated before him, but when he did, his breath caught in his throat. Seated at the desk was a man most of the world believed to be dead…a man Elvin had pledged his life to, one who had taken the mantle of leadership directly from the hand of Adolph Hitler himself; the Red Skull. Gibb stood in awe.

"…This is the greatest honor of my life."

"Undoubtedly, mister Gibb," The Skull replied, looking up from the report he had been reading. He was clothed luxuriously. Over a cashmere shirt, he wore a jacket, black as ink, woven of fine Egyptian cotton. On his right hand, he wore his ring of ruby and pure gold. He exuded an air of patients…to a point. And of menace as bottomless as the sea. Gibb stood there, staring, unable to find his words. The Skull broke the silence.

"While this is all very pleasant, Chief Gibb, the demands on my time _are_ great. Perhaps you should deliver your pressing news, and we might visit at some other time?"

"Yes, my Lord," Elvin said. He opened the envelope. "Two weeks ago, I noticed some puzzling information from our various field agents across the globe. I began to see a pattern, and so I looked into the matter further…and made a glorious discovery."

With immense pride, Elvin laid the documents before the Skull's gloved hands.

"Herr Skull, it is my pleasure to tell you that your great enemy, the traitor to his race and servant of the international Zionists, Captain America…is dying."

The Red Skull stopped reading and looked up. If it could be said that he had a face at all, then that face registered a look of disbelief and shock.

"I've confirmed it with our agents in American intelligence," Elvin said. "He's contracted some unknown disease. According to his own doctors, Captain America has but weeks to live. Your greatness endures."

The Skull sat reading the documents in silence. After a time, he stood up and walked to a large window overlooking the jungle canopy. For a long while, he stood there, staring. Elvin became uneasy.

"My Lord, I thought you'd be pleased."

The Skull turned.

"Did you?" he said. He walked towards Elvin, who took an involuntary step back. "That was your first mistake—thinking. Who gave you permission to think?"

"I…I don't understand."

"Yes, clearly you do not. I shall explain. You are a functionary, mister Gibb. I employ you to perform a function, to gather intelligence, to collate and pass it on to those above you. I do not ask you to think. Yet here you stand, thinking, daring to presume that you might know my mind!"

Sweat began pouring down Elvin's face in rivulets and his knees went weak. Slowly, Viper began backing away. The Skull came closer, and his approach was like the sudden chill of midnight. Had Elvin's mind not been numb with terror, he might have found this curious, for the Skull's bony face had only grown redder, like bricks fresh from the kiln.

"Decades before you were even born, I battled with my brother for the fate of this world. He is a god, his only equal being me. And you, a speck in the afterbirth, a worm not fit to lick his boot heels, you come before me, smiling with stupid satisfaction, daring to take glee in his doom? His life is mine to take!"

Elvin did not even have time to gasp. In a blur of motion, the Red Skull's right hand shot out, clutching Gibb's throat. Elvin's eyes bulged, then rolled back into his head. Like razors through warm butter, the Skull's talon-like fingers cut through the flesh and fat of Elvin's neck, slicing his windpipe. Blood spurted from severed arteries. Within seconds, the Skulls hand closed about his spine, crushing it.

"My brother will die by **my** hand—fate has decreed it. Disease? Illness? I will not allow it! The _universe_ will not allow it!"

"I do not think he can hear you, my love. Not anymore."

The Skull looked over to where Viper stood, and then looked at the bloody meat in his hand. He opened his fist. The body of Elvin Gibb fell to the floor, his head held on by strands of flesh as pools of blood spread over the floor. Elvin had found his destiny.

"Come," Viper said, leading the Skull to his private bathroom, all gleaming marble and granite. They stepped into the shower stall. The water streamed hot, raising clouds of steam. She pealed his clothing off, starting with his gloves and shirt. They fell to the floor, saturated with blood, turning the water at their feet red. Viper took his hand and rinsed it, sucking his skeletal fingers into her mouth one by one. There was an invisible field of energy that surrounded his bones, when he wished there to be, and it caused Viper's mouth to tingle. Not even the heat of the shower could quell the cold radiating from his touch. It was excruciating, and it never failed to thrill her; the very touch of dread, tasting of frozen tears. She ran her hands down the Skull's body, and a translucent shape became visible, traced by the steam and water. It shrouded his bones, a ghostly echo of humanity long vanished. Viper striped off her clothing, putting his hands on her, in her. She pressed her mouth to his grinning smile, and moaned as he took her.

When he was sated, Viper led the Skull to his chamber, drying and dressing him. He lit a cigarette as she knelt to tie his boots.

"I must know if that fool's information was correct," he said.

"I will attend to it."

"Make it your top priority. I must know."

Viper rose. She kissed his cheek, rough and cold, and turned to leave. As she opened the door, the Skull's low voice called out.

"My dear. Have you not forgot something?"

Viper turned to look, her expression uncomprehending and innocent.

"My ring," the Skull said. He raised his right hand, displaying his empty finger. Viper walked back to him.

"I am sorry, my love," She purred. She reached into her pocket, producing the ruby ring. "In the heat of your embrace I must have…"

The words froze in Vipers throat. With his left hand, the Skull reached out, caressing her cheek. Lovingly, he cupped her chin and, slowly, began to squeeze.

"Place the ring upon my finger."

With a trembling hand, Viper slid the golden ring on to his forth finger. Despite the pain of his grip, and the fear in her own heart, she met the Skull's eyeless gaze, refusing to waver. Her pride was strong, and it pleased the Skull.

"Good," he said, releasing her. "Your strength and your discipline are your most comely attributes, my dear. Indeed, they are almost a match for your lust for power. See that they do not overcome your better judgment. My embrace, dear girl, is ice. Take care, lest you discover just how cold it can be. Go."

Without a word, Viper left the room. She rubbed the raw divots in her face and smiled. Let him rage. The Skull's anger was like the storm; it came and it went…she had learned to ride the waves. Being his woman brought her prestige and influence. Viper had been a force to reckon with even before combining her own organization with Hydra, some four years ago. She had earned the reputation of being one of the world's most feared terrorists. Soon she would be much more. She stood poised to become the empress of the world, and she had many plans about how to wield the power soon to be hers. Gingerly, she stepped around the bloody carnage the Skull had left in his office and reached for the phone on his desk.

"Send in a cleaning crew."

Within seconds, the crew was there, performing their duties with practiced precision. A body bag was laid out.

"Be sure to take it out the back exit."

"Yes Madam Viper."

Just then, a ringing came from the pocket of Elvin Gibb. Viper knelt and answered his communicator.

"I'm sorry agent Kline, but Mister Gibb cannot come to the phone. He has been… dismissed. I am promoting you to his position—congratulations, Section Chief Kline. I will be down shortly with a special assignment for you. Viper out."

Viper left the office, which was perfectly in order again, showing no trace of the slaughter.

In his private quarters, the Red Skull sat thinking, brooding. How could this be? His brother, taken from him at the moment of his greatest triumph…not even God could be so cruel, surely. Yet, it felt true. He had a sense of these things. This news changed everything. How could he proceed with his plans now? How could he possibly take joy in his conquest if Rogers were not there to witness it? This could not be. It _would _not be. He reached for his communicator.

"Ernst, bring my car around."

Minutes later the Skull was heading to the far side of the island, to the research and development complex. Like the command center, R&D was well camouflaged, the bulk of the massive structure buried underground. The car drove through the open bay doors and the Skull hopped on to a waiting tram, which speeded off to the main lab. He passed through the sterilizing field and stepped inside, looking about with pride at the work his people had done. This had been the most expensive project of his career, all but tapping out his resources. It was as it should be; an all-or-nothing throw of the dice. He thought of his old acquaintance, Field Marshal Erwin Rommel. The man had, unfortunately, been too concerned with honor and rules to have achieved true greatness, but what a solider he was! Rommel understood what so few men ever did, that to win all, one must be willing to lose all. It was an axiom the Red Skull lived by. Soon, the mightiest army history had ever seen would be his, and this world would finally come to heel at its master's call.

His head scientist approached, a brilliant man without whom this project would not have been possible. He was an odd man, of the sort the Skull understood well—a man of unblinking ambition, and blank morality. The Skull turned to him.

"Greetings, Doctor Lerner. How goes your work?"

"Everything is proceeding on schedule, Mister Schmidt."

"Yes, well…I am afraid that is about to change. We need to accelerate our timetable. I need you to be ready by the end of the month."

Lerner looked at the Skull through his thick glass lenses. "That's impossible," he said, simply. The Skull put his hand on Lerner's shoulder.

"I do not believe in impossible, doctor. There are only those things which have not yet been accomplished, waiting on a man of vision to do them. Tell your staff that there will be a bonus of one million dollars per-person if they succeed. I do not need to tell you what they shall receive should they fail."

The Skull headed out of the lab. "It is all or nothing, doctor," he shouted. "Take heart! Fate favors the bold!"


	8. Chapter 8 Where The Heart Is

_**Where the Heart is**_

October 11th, 2008

Manhattan

Steve awoke with a start, bathed in sweat, his heart racing. He could still feel the blackness of the Norwegian night clinging to his skin, he could still taste the frozen spray of the Atlantic as it lashed his face like a scourge. It was the old dream again…the final mission of the war. For the hundredth time (or was it the thousandth?), Steve had tried—and failed—to pull Bucky free from the hatch of that German bomber, failed, and then watched as his partner burned in the raging flames. He watched as he fell, watched until the moment the ocean swallowed him up, stealing breath, memory and life. He watched it for the thousandth time. Or was it the ten thousandth?

It had been over a year since he had had the dream. He had begun to think he might never have it again, that he had finally put that night behind him. But some things, apparently, refuse to remain in the past. Some pain just runs too deep. Steve looked up: someone was calling his name. He shook the haze from his head, slowly getting his bearings. He was in Avengers mansion, in his private quarters. He had arrived back from England just this morning. A look at his alarm clock revealed that it was nearly one in the afternoon. Counting the flight, he had been sleeping for almost ten hours. This was definitely wrong. He rarely slept for more than five or six hours a night. There was a knock at the door.

'Just a second,' Steve called out. He pulled on some sweatpants and a t-shirt, when suddenly, a sharp pain lanced through his back, almost causing him to cry out. He paused, gathering his composure, dismissing the pain as his muscles slowly unlocked from spasm. He opened the door to find his teammate, Janet Van Dyne. She was wearing a pair of casual slacks and a simple white blouse. Her shoulder length brown hair was pulled back, revealing a troubled expression.

"What is it Jan?" Steve asked, his pain slowly subsiding. "Is there a problem?"

Jan looked up at her teammate, who towered more than a foot above her. Her eyes had the soft, purple-bruised look of someone who had been crying.

"You tell me," she finally said. "My husband is spending his every waking hour locked in the lab, and one of my best friends is hiding things from me. I think that qualifies as a problem. Don't you?"

Wordlessly, he stepped aside, inviting Jan into his room. She took the chair by the window, while he plopped down on his old army footlocker. As with all full-time members of the Avengers, Steve had quarters here at the mansion. The rooms were small self-contained apartments. By choice, Steve took one of the smallest. He had his own apartment in mid-town and rarely stayed over. Of late though, he had been spending more time at the mansion. Steve broke the silence.

"So. Hank told you."

"No, as a matter of fact, he didn't. I had to spy on him. And even then he tried to keep your secret. I had to sweat the truth out of him, so don't blame Hank."

"Jan," Steve interjected, "you're—"

"No, I'm not finished. This really stinks, Steve. Is this your idea of friendship, of being a good teammate? Hiding something as serious as this illness? Do you even know the stress you've put Hank under, asking him to keep this a secret?"

"You're right," Steve said.

"Because I'd really like to know," Jan said, rambling over his words. "I mean, isn't that what we're supposed to do? Trust our friends? Trust our teammates?"

"You're right, Jan."

"So what is this, some sort of macho, 'the hero walks alone' bull? Is the invincible Captain America too tough to ask for help? Well maybe you are, but what about us? Maybe _we're_ the ones who need to be there for _you_. Have you even thought about that?"

"Jan," Steve said, putting his hands on her shoulders. "You're absolutely right. Everything you said is right on the nose. I've handled this thing poorly from the start, but I'm turning it around, right now. Will you accept my apology?"

Jan buried her face in her hands. A few hot tears squeezed from under her tightly shut eyes. She rubbed the sleeve of her blouse across her cheeks, nodding her head. "I promised myself I wasn't going to cry," she said.

"Good," Steve said, handing her a handkerchief. "Because I'm not licked yet."

Jan smiled, drying her tears. "This is why I love you. You always open the door for me, and you always have a handkerchief when I need one. Why did men ever stop doing stuff like that?"

"I don't know. Maybe you and I can start a new trend."

"Maybe." Jan laughed and then took a deep breath. "So, where do we go from here? What's our plan?"

"If you mean long term, I have a few ideas," Steve said, getting up. "But short term? We eat. I'm starving."

"Are you ever _not_ starving?"

"No," Steve said, patting his stomach. "Why don't you and Hank meet me in the kitchen in about twenty minutes? I want to grab a quick shower."

Jan agreed and Steve headed off to the bathroom. She grabbed her phone, texting Hank. She went to leave, but stopped. Jan had never been in Steve's quarters before. The urge to snoop was irresistible. Predictably, the place was neat as a pin, no laundry strewn on the floor, no books tossed carelessly about. Even the nook where Steve did his artwork was spotless. There was a painting on the easel, a half-finished portrait of a woman Jan did not recognize; she had short golden hair and piercing blue eyes. She was very beautiful. Suddenly, Jan became self-conscious of prying. As she went to leave, her eye came to rest on a framed display next to the door. There, pinned to a velvet pad, was the Congressional Medal of Honor. Beneath were two letters of commendation, one from General Dwight Eisenhower, the other from President Franklin Roosevelt. Jan shook her head in gentle amazement. Sometimes she actually forgot that her friend Steve truly _**was**_ Captain America. She headed off to meet Hank, quietly closing the door.

Steve walked into the kitchen ten minutes later, wearing jeans and a long sleeved green pullover. Most of the above ground portion of Avengers Mansion retained its original, nineteenth century design and décor. The kitchen was an exception. It was very modern and as well equipped as any restaurant (with the Avengers, it was often as busy as one). Hank was sitting at the table while Jan was at the stove, a spatula in one hand, a mixing bowl in the other.

"Jarvis has the day off," she said. "So you're stuck with yours truly. Pancakes sound good?"

"Like heaven," Steve answered, pouring himself a coffee.

"Good, 'cause it's all I know how to cook."

Steve took a seat. Hank was working on a laptop, with a note pad of scribbled chemical compounds and equations at his side. He had not looked up.

"Hank," Steve said. Hank Pym raised his head, looking tired and haggard. Steve was shocked. How long had Hank been like this? How had he not noticed until now? "I want you to know how sorry I am. I had no right to put this on you the way I did."

"I'm the one who should apologize," Hank quietly answered. "I…I just couldn't crack this thing. I've let you down."

"No," Steve said, shaking his head emphatically. "Not a chance. You've been a trouper, Hank. I'm the one who let _you_ down. You tried to tell me again and again how we needed more doctors, more labs, more resources, but I just wouldn't hear it. I didn't want to face up to the truth, so instead, I let you do it for me, expecting you and Reed to bear the load. I ought to have my head examined. Or my ass kicked."

"…Well, that thought _did_ cross my mind. Once or twice," Hank said. The two old friends laughed. Jan joined in. The improvement in Hanks demeanor was already noticeable. The color was returning to his face. Jan was thrilled. Some five years ago, Hank had suffered a nervous breakdown. The stress of maintaining his scientific work while being both a husband and a full time superhero had been too much. With time and rest, he got better, but these past few months had started to feel like the bad old days. Thankfully, that issue now seemed resolved.

Jan brought over stacks of blueberry pancakes, along with a dish of strawberries and fresh cream. Steve got the maple syrup and Hank poured a fresh round of coffee. After a few minutes, Jan cooked up a second batch for Steve, which he washed down with a quart of orange juice. At least his appetite seemed intact, she thought, hopefully. Hank started the conversation.

"I haven't made any progress since we last spoke. The immune inhibitor I was working on didn't pan out. We're not going to get anywhere until we can determine the root cause of your illness. So I need to know; are you now giving me the green light to work with outside parties?

"I am."

"They'll have to know that it's Captain America, Steve. I can't guarantee that it won't leak to the public."

"I understand. Do what you have to do."

"Thank God," Hank Pym said, grabbing his laptop. "I've got to get hold of Reed; we need to coordinate a whole new course of action. Come down to the lab as soon as you can. I want to run some tests."

Hank kissed his wife and headed off. Steve and Jan began clearing the dishes.

"I guess this is where I start leaning on my friends, Jan. I could really use your help."

"Anything."

"There are a lot of people I have to break this news to. I'm struggling with how I'm going to handle it all. Just counting the Avengers, it's a big number."

"Let's see," Jan mused. "We have ten current members, another twenty-or-so on the reserve roster…and maybe three dozen on the inactive list. That doesn't even count our support staff. I see what you mean," she said. The two of them sat down.

"Well, there's simply no earthly way you can personally reach out and contact that many people—not without it becoming a fulltime job. Look, why don't you let me draft a message for you, something we can send out over the Avengers com-link? I won't get too specific, but I will let them know that you're facing a serious situation. And I'll have them contact me for details, run a little interference for you. How's that sound?"

Steve kissed Jan on the forehead, consenting gratefully to her offer. In short order, she had the message sent out over the Avengers secure communication system.

Steve thanked her again and headed off to the elevators. Within seconds, he was at sub-level 4, the bio-chem. lab, where Hank was waiting. Steve knew the drill by heart. He rolled up his sleeve and Hank drew a blood sample.

"I couldn't get hold of Reed," Hank said, drawing a second syringe of blood. "Hopefully he'll get back to me soon. Meanwhile, how are you feeling? You looked a little tired upstairs."

"I was. I had a rough morning. I slept for almost ten hours," Steve said as Hank took his blood pressure. "Ten hours; I don't think I've ever slept so long in my entire life. Also, I had a tremendous pain in my back. My muscles just seized up on me."

"Like with your legs last week?"

"Yes, but it was much more intense."

"Well, your vitals look good," Hank said, jotting down some figures. "How are you feeling now?"

Steve laughed. "Fine. If I didn't know that I was dying, I'd feel like a million bucks."

Hanks face darkened. "Don't say that Steve. This fight isn't over yet. Not by a long shot."

"I know. Just a little gallows humor."

Hank reached into an overhead cabinet. "Here," he said, tossing Steve a small plastic box. It looked almost like a Pez dispenser. "A little something I whipped up for you: energy supplements."

Steve popped one of the pills, the size of a cough drop, into his hand.

"Each pill contains a dose of vitamins, minerals and electrolytes, plus a supply of high quality protein. Five thousand calories worth."

"Five thousand calories?" Steve held up the small pill in shock.

"You forget who you're dealing with," Hank said, smiling. "When it comes to taking something big and turning it into something small, who knows more than the astonishing Ant Man?"

Steve whistled, and made a motion of tipping his hat in admiration.

"I've coated the outer shell of each tablet with Pym-particles," Hank continued. "The shell dissolves about thirty seconds after you swallow it—that's when the contents expand to normal size, slowly, so that your stomach can handle it. The sensation can be a little jarring, but it's perfectly safe. I want you to take one anytime you've gone a long stretch between meals. It's better if you can eat a good balanced meal, but these will do in a pinch. It's more important than ever for you keep your energy up."

"Yes mother. I'll also floss after every meal and wash behind my ears, too."

"Yeah yeah…just follow your doctor's orders."

Steve thanked Hank and headed up to the next floor, the Avengers Fitness Center. It was larger than a football field, two stories high, filled with a wondrous array of equipment. The place was so clean, so crammed full of computerized devices that Steve almost hated to work up a good sweat (frankly, he preferred the old-fashioned gym in the flight hanger, where he, Hawkeye and Jameson usually worked out). Lined up along the south wall were several massive machines, huge devices of steel beams and hydraulic pumps. These were machines designed to challenge the strength of super heavyweights like Thor and Wonder Man. Steve headed to the north end, to the machines more in his class.

He stripped off his shirt and began stretching his arms and chest, flexing his back. As he told Hank, the pain was gone, his tiredness past, but he needed to test himself, find out where he stood. Steve dropped down on to the reinforced weight bench, activating the computerized trainer.

"All right Arnie," Steve said. "Let's start with 500 pounds."

A voice, Austrian accented, replied.

"Ya, let's do it Cap." A set of robot arms began loading the bar with weight plates. "Let's have a fantastic vurkout!"

Steve lifted the bar, proceeding to knock out ten quick reps.

"That vas too easy…you need more veight!"

"Ok, let's try 900 pounds," Steve said.

The hydraulic arms slapped on more plates. Steve hefted the bar from its rest, feeling it this time. Again he put up ten reps.

"It's still too light!" said the enthusiastic trainer. "You can't build championship pecs this vay! Do you vant to max out, Cap?"

Steve thought. His all-time best bench press was 2,500 pounds. That might be pushing it today.

"2000 pounds, Arnie. Be ready to spot me."

"Yes!" the Teutonic voice replied. Steve made a mental note to talk with Tony Stark about toning this program down a bit. He and Stark had been at odds lately. It began with Stark's (tacit) support of the Mutant Registration Act being debated in congress. It worsened when he proposed widening it to include all persons with super powers. This troubled Steve. Stark had unquestionably done much good over the years. His financial support was crucial to the Avengers, and of course, his deeds as the armored marvel Iron Man were known worldwide. But like many self-made men, Stark tended to view the world's problems in terms of business, so who better to solve them then the world's most successful CEO? Stark _was_ a good man…but hubris had led many a good man down a crooked path of unintended consequence.

However, these were problems for another time. Right now, Steve needed to focus. The weight was added. He took a moment, gathered his strength, and then exploded into the bar, jamming it up. This was a heavy weight for him—under any circumstance. He lowered the bar with controlled precision, just touching his chest. With a grunt, Steve pressed the massive weight up. It was taxing, but he did it with strength to spare, and so he powered up a second rep.

"Yes!" the trainer shouted. "Now give me one more. Go for the buhrn!"

Steve went for it. He lowered the bar once again and began to lift. He was pushing his limit now. At the halfway point, the bar slowed to a crawl. His arms trembled as he fought the weight up. Arnie shouted encouragement.

"Come on…what are you vaiting for? _Do It!"_

With a primal scream, Steve finished the lift. He racked the bar, spent. He was breathing hard, sweating, and feeling very good. His strength was still there. As he sat up, the robot arms passed him a towel.

"That was super-fantastic! you are an animal! Now let's blast your deltoids!"

"No, I'm done for now Arnie. Thanks."

With an almost human sound of disappointment, the computerized trainer powered down. Steve toweled off, pleased; his body was performing as perfectly as ever. One of the many benefits derived from the Super Solider serum was his ability to recover from physical exertion at a phenomenal rate. So efficient had Steve's metabolism become, that he was able to exert himself for several hours before fatigue poisons and lactic acids began to build up in his muscle tissue. Even then, his recovery time was astonishingly fast. He smiled grimly, realizing just how much he had come to take it for granted, this remarkable engine that was his body.

Steve got up and headed to the Holo-Trainer. He stepped into the enclosed room, the size of a large movie theater, and the lights came on. A computerized voice (this time with no accent) came over the speakers:

"Hello Cap. What program would you like to run?"

"Reflex program 1/C. Give me a shield."

Just then, a holographic representation of his shield materialized on his left arm. In a flash, the plain white room transformed. Steve was now standing in the middle of a deserted city avenue, rundown, dilapidated like an old war zone. It was near sundown, and the smoky skyline was growing dark. He began to walk the road, his eye scanning every window, every doorway, every abandoned vehicle for signs of trouble. A sound made him look to his right. A shadowy figure lunged from behind an overturned truck. Steve spun, using his shield to backhand the assailant, sending him crashing through a storefront window. He turned just in time to see a muzzle flash, coming from a second story window. He raised his shield as a round of holographic lead rained down. Steve leapt up, clearing the ruined hulk of the truck, using it for cover. Suddenly, there were figures surrounding him, closing in on all sides. He counted seven; two were carrying firearms, the others knives and clubs. The gunmen came first. He moved in, disarming them with brutal efficiency, weaving in and out of the others, using his shield with surgical precision. Within ten seconds, the assailants were all down. He was untouched.

A piercing scream cut the air, coming from the alley to his right. Steve ran in, cautious of a trap. It was a dead end. He spied two avenues of escape; a fire escape to his right, a sewer grate further down. There was another scream, and then he saw it. There, at the end of the alley, in a pool of shadows, a terrified woman was being held captive by two men, one on either side, holding her by the arms. The man on her left was pointing a gun to the side of her head. The other man held a knife.

"Drop it," the gunman shouted. "Drop it or I blow her brains out!"

Steve walked warily down the street.

"This?" he said, un-slinging the shield from his arm. "This is nothing. Why don't you let the woman go? I'll let you have it if you want it so bad,"

"I'm warning you man, I'll kill her. I'll shoot this bitch dead!"

Steve smiled and inched closer. "Yeah, I wouldn't do that if I were you," he said genially. "The barrel is bent. You fire that thing? It'll blow your hand clean off."

Imperceptibly, the thug tilted the gun away from the woman's head, looking the barrel over. It was all the opening Steve needed. He launched the shield like a rocket, vertically. It sliced through the gun like smoke, nearly amputating the man's hand with it. He dropped, screaming. The woman fell, and the second assailant grabbed her by her hair, bringing his knife up. Steve had already closed half the distance. The shield bounced off the wall behind the thug, down to the asphalt, and rebounded its way back. The knife was at the woman's throat now, glinting in the pale street light. Steve hurdled forward, leaping. Ten feet above the ground, he intercepted the shield, catching it in his right hand as he sailed like a missile. The thug looked up, dropping his knife in terror. Steve fell like a stone, using his shield to flatten the man.

"Are you all right?" Steve asked, offering his hand to the woman.

"…Yes," she said, still trembling. "I'm ok. But you aren't."

Steve saw the gun just in time to duck. The woman fired and he could feel the holographic round just miss him. He grabbed her gun with his left hand, dealing her a stiff backhand with his right. She was down, unconscious.

"Computer; end program."

Instantly, the alley disappeared and the room was back. Steve walked over to the doorway, where he left his towel. "How close _was_ that?" he asked, feeing his scalp.

"The round missed striking your head by 0.991 millimeters."

"Ouch." There was no actual danger of fatality—the computers safety protocol prevented any risk of that. Still, it bothered him that it had been a near miss. He couldn't blame it on the illness; it was his own stupid prejudices that were to blame, the ones he had brought with him from the forties. Women had always been his blind spot. "How did I do?"

"You had an average reaction time of 0.322 seconds, a personal best. You are now second in every category, following only team member Quicksilver. Congratulations Captain."

Steve stepped out of the Holo-Trainer, drying himself. This was encouraging. His strength and speed seemed to be holding up. He grabbed his shirt and headed for the elevators. Things were changing. This morning was a clear indicator of that. The illness was progressing, and he was going to have to start taking things a day at a time. But as for this day, he was good, still in fighting trim.

Steve left the mansion quietly, without saying goodbye, merely leaving a note on the kitchen table that said: 'thanks'. He fastened his suit case (which held his uniform and shield) to the back of his Harley Davidson 900 and pulled out of a small building at the far end of the compound, slipping unnoticed into traffic. At a red light, Steve grabbed his Avengers phone, checking Jan's message. It was a perfectly worded text, direct but measured in its tone. She'd done well. He was lucky to have such friends as Jan and Hank. Steve quickly checked his other messages; mostly routine Avengers matters. Another call from Ben Urich, he noticed. The man was relentless in his quest for an interview. Steve admired his tenacity. The light changed and he motored off.

Not really meaning to, Steve found himself heading to Brooklyn, to the old neighborhood. He had not been back here in almost nine years. He had come often in those early days after reviving, when the world was strange and he felt lost, but he stopped once he realized that it wasn't helping. This wasn't his home, merely the ghost of his home. How could it be otherwise? His memories were of a place seventy, eighty years past. Still, there _were_ some places he knew. Coming to an intersection, Steve rolled to a stop. To his right was St Mary, his old school, with the playground he remembered so well; different, smaller, but the same. That was the spot where he played marbles, and over there, the field where it was baseball, pretending to be the Babe, crushing one out of the park. The giant maple tree was the same one where he once had to fight Jimmy Donley for liking the Yankees and not the Dodgers.

Steve goosed the accelerator, moving along slowly. It was early yet, the traffic not heavy. He turned the corner at Chestnut and Brown, seeing Beth Rinaldi's house still standing. His first girlfriend, the first girl he ever kissed. Across from her lived his best friend Matty Ellis, but his house was gone now. Steve lost track of Matt after moving to Oregon and heard that he died in the battle of Midway, a gunner's mate on the USS Ohio. Many of the young men he once knew died in that war, too many.

At last he came to Columbus Avenue. Steve drove up the tree lined street, wondering if it still stood. It did. 1107 north Columbus, his home. He brought the bike the curb, idling to a stop. It was cleaner than when he had seen it last, better kept. It looked so small. His eye drifted up to the window of his old room, where he and his friends would spend hours trading baseball cards, where he would read and draw and dream. It was not always a happy home. His father was a good man, a kind man…when he wasn't drinking. More than once his father took a hand to him while in a drunken tirade, to him and his mother both. Always the next day came the tears and the oaths, the pledges never to drink again. And for awhile, sometimes for many weeks, he would stay sober. But never for good. One night, in the summer of '29, his father and mother went to visit friends in Queens, while he was left to stay at the Ellis's. His father, drunk, hit a truck head on. Three days later, Steve was on a train to Oregon to live with his uncle Mike and Aunt Penny, orphaned. He had no memory of the funeral.

As Steve was lost in thought, a woman came up from behind him on the sidewalk, carrying a bag of groceries in one arm and holding a child's hand with the other. "Can I help you?" she asked. Steve turned.

"No, no, I just...I used to live here," he finally managed. He got off the bike. "Just going down memory lane. Is this your home?"

"Yes," she said, pulling her child behind her. "Me and my husband. He should be home any minute now."

"Oh," Steve said, realizing her unease. He saw that she was struggling with the grocery bag, but decided it best not to offer to carry it for her. "I'll be going now ma'am. Take care."

"Wait," she said as he straddled the bike. "Are you sure you have the right address? My husband and I have lived here for five years, and the people we bought it from—the O'Malley's—they owned it for fifty. They didn't have any children."

Steve smiled, wanting to laugh. There was no way to explain this.

"You know, I think you're right. I don't think this is the place after all. You have a nice day ma'am."

With a kick, Steve brought the bike thundering to life, causing the woman's young son to squeal with delight. He pulled away without a backwards look. He would never see the house again.

On the way back to Mid Town and his apartment, Steve stopped at the post office. For some time now (even before the illness) an idea had been brewing in the back of his mind, and on the spur of the moment, he decided to act on that idea. Stepping into the lobby, Steve pulled a card from his wallet and dashed a note on the back. Purchasing an Express envelope, he mailed it, pleased with his decision. On his way out he saw a sandwich shop across the street, the tangy scent of meatballs and cheese filling his nostrils. Remembering Hank's words, he ordered two foot long subs with everything, and a jumbo salad—all of which he ate in the dining area, to the amazement of the employees. Evening was beginning to fall when he got on his bike again, and it was dark as he pulled into the garage of his brownstone. It was a four story building, and Steve's was the top apartment. As he walked into the darkness, he stopped, holding still for a moment. Leaving the lights off, he dropped his keys on the side table.

"You've changed your perfume," he said. There was a moment of silence.

"How did you know I was here?" spoke a voice from the dark.

"I just told you."

"I'm not even wearing perfume."

"You wore some yesterday…different, but nice."

Steve turned the light on. Sharon Carter got up from the couch, and walked over to him. She was wearing tailored slacks, snug, though not tight, coffee brown to match her shoes. Her blouse was coppery gold and her long blonde hair spilled over her shoulders. At thirty nine, Sharon was, if anything, even more beautiful than when he first met her fifteen years ago, at the top of the world. Steve had little trouble reading the expression on her face.

"I guess I know why you're here," Steve said.

"I guess you do. Keeping secrets from a spy is always an 'iffy proposition. You of all people should know that."

"I know you're angry with me, Sharon. You have a right to be. If it makes any difference, I _was_ going to tell you. Tonight, if you'll believe me."

She came closer.

"I'm not angry. Not at you." She stared deeply at him, with those miraculous silver/green eyes of hers, eyes that possessed the power to move him, always. She took his hand. "Well, maybe I _am_ angry at you…only not just now. Not tonight. And Steve? I'll always believe you."

He took her in his arms and kissed her, fiercely. She wrapped her arms around his neck and pressed her body into his, pulling his shirt off, kissing his warm and salty skin. He took her hand and led her to the bedroom, closing the door.


	9. Chapter 9 Personal Letters

**Personal Correspondence:**

**Capt. Steven Rogers**

**U.S. Army**

**Declassified ****August 5****th**** 1971**

**Freedom of Information Act**

**U.S. Army**

**File # 18990—T1**

Dearest Gail,

If you are reading this letter it means that I have died, and the Army has released this to you, at my request.

I want to tell you how sorry I am about the way things ended between us. There's still much I'm not at liberty to tell you about why I left. Perhaps by the time you read this you will know the truth. This much I CAN say: I was given an opportunity to serve my country, Gail~ one I could not walk away from. If you knew the importance of the work I'm taking part in, then perhaps you could find it in your heart to forgive me.

I do not know what the future holds. The world seems to be flying headlong into war, and who knows where fate will take us in the months ahead. Perhaps we will meet again. I hope so. I hope on that day I will find that life has given you everything you deserve… happiness, success, and a good man who will love you as you deserve.

God bless you,

Steven

July 8th, 1939


	10. Chapter 10 Skull & Bones

_**Skull and Bones**_

October 12, 2008

Manhattan

Steve awoke to the pleasant aroma of coffee in the air. He sat up, checking his watch. Nearly nine thirty, another late morning. This was getting to be a trend. He stood, noticing the pillow next to his, the imprint of her head and the lilac smell of her hair. How long had it been since she had shared his bed? Six months? Longer? He grabbed a towel, feeling a catch in his left shoulder, a small bite of pain. It felt like what he always imagined arthritis to be, a mean stabbing grit in the joints—another gift from the illness. He moved his arm in circles, working the stiffness out. Soon he was showered and dressed. Steve walked out to the kitchen to see Sharon at the table, working on her laptop. She looked better than the coffee smelled.

"Morning," he said, brushing the hair from her forehead, kissing her.

"Morning yourself. Coffee's brewed. There's scrambled eggs on the stove, and danish over on the counter."

"Wow. You've been busy. When did you get up?"

"About six."

Steve gave a sheepish look. "Sorry to sleep in like I did," he said.

"Well you needed your rest. You were a busy fella last night."

Steve poured coffee and grabbed a danish, sitting across from Sharon.

"I've been doing some electronic snooping," Sharon said. "Hank Pym and Reed Richards have been requesting documents from the government, information on Project Super Solider. They've been coming up dry. Someone in high places doesn't want to cooperate with them. I'll give you two guesses who."

"I don't need to guess. It's my old friend Oliver Holder."

Sharon nodded. "I can't figure his strategy. There's no way he can maintain this stance, not once your illness becomes known. He'll have to cave in, offer help."

"Oh, he's offering help. On the condition that I come to his people, submit to their treatment."

Sharon closed down her laptop and looked at Steve "What was your answer?"

"Not a chance. I told Holder what I told him six years ago, when the Supreme Court decided in my favor. I will not help in his crusade to re-create the Super Solider program. My body belongs to me, not the government."

"I can imagine how much he enjoyed hearing that," Sharon said. "I don't know who he hates more, you or Fury."

"He doesn't hate me," Steve said between swallows of coffee. "He resents me. Fury on the other hand, he hates."

"Holder has the ear of the President, Steve, and most of congress. He's as tough a political infighter as there is. Your friends need to change their tactics," Sharon said, tucking a strand of hair behind her ear. "The only way to fight someone like Holder is to take him out at the knees. He _has_ enemies. They're just waiting to see cracks in his armor."

"My guys are working on it. They're making progress."

"Not quickly enough. We need to put the pressure on. Washington's a very small town, and there's been gossip floating around the beltway. About Holder and the company he keeps…about the gender of that company."

"No."

"I know it's ugly. But you need to consider—"

"No," Steve said, setting his coffee down. "End of discussion."

Sharon sat quiet for a moment. "Steve…your morals, your self-restraint and dignity, they're admirable. You are a decent, good man. I think it's what I've always loved the most about you." Sharon looked at Steve with a depth of feeling and vulnerability she rarely displayed. The quiet held for several seconds.

"But?" Steve asked.

"But you're fighting for your life now."

"I understand that Sharon. That's why it matters. It's easy to do the right thing when there's nothing on the line. I won't engage in dirty, degrading tactics. Not even against someone like Holder."

"Ok," Sharon said, sidestepping the debate. "Then you need to make this a public fight. Go before the American people. Tell them about your illness, let them know that their own government is refusing to help you."

"I don't want to pit myself against the government, not if I don't have to."

"Oliver Holder is not the government. The _government _isn't even the government, the people are. Go to them, let them decide."

"I'll be making a public statement, soon, but I'm not going to turn it into a side show."

"I'd never ask that of you," Sharon said, resting her hand on his. "Steve, Captain America is one of the most trusted and beloved figures this nation has ever had. If you just appeal to the public, if you just ask for their help…"

Steve's eye's narrowed and his tone darkened. He pulled his hand away. "I see. Make a public appeal for help. Should I start practicing to cry on cue? Maybe get a toll free number, so people can phone in donations?"

"Steve…"

"No checks, please—cash or credit card only."

"Christ! You're being ridiculous."

"Why? Because I have principles?"

"No, because you're letting those principles kill you!"

"Some principles are worth dying for."

"Here we go," Sharon said, shaking her head. "It's Madrid, all over again. You would have let that terrorist kill you for your dammed principles."

"No, I wouldn't. I would have disarmed him."

"Maybe, maybe not. But you weren't just risking your life. You were risking the lives of every passenger on that plane. The odds were against you reaching him before he could press that detonator."

"The odds? The odds are always against me. I _would_ have disarmed him. Only we'll never know, will we?"

Sharon's face became cool, and her words were crisp and deliberate.

"That's right, we won't. I shot him. I put a round in his head, like I've been trained. I don't have superhuman powers, Steve. I don't have an invincible shield or the soul of a saint. The rest of us mere mortals can't live up to your principles. And this time, neither can you."

Steve Stood up. "I have places to be. You can let yourself out."

"Hmm, the famous Steve Rogers brush off, right on cue. God, I've been doing this dance for fifteen years…reaching out, thinking that maybe this time you'll open your heart to me. Only it's a little crowded in there, isn't it? Is that another one of your principles, staying faithful to a woman you can never have?"

Steve's face flushed white. He turned and walked to the door, grabbing his keys.

"Go ahead Steve, walk away from me, like you always do. Only this time, _I'm_ not leaving _you_, do you hear me? I'm going to help you, whether you want me to or not!"

Steve walked out, slamming the door behind him. Sharon Carter slumped back in her chair, head in hand. "Whether you want _me_ or not," she whispered.

Thirty five minutes later, Steve Rogers was pulling up to a storefront office on 131st street in Harlem. His earlier anger had settled into a dull hurt. No one could raise his passion, good and bad alike, like Sharon. She had come offering help, and he threw it back in her face. Sharon had nailed him good. His heart was a crowded place indeed. Crowded with ghosts of the past, with regrets of things that never were…but most of all, crowded with stubborn, inflexible pride. Pride was small comfort during the long, lonely watches of the night.

He parked his Harley and walked into the community action center, InFlight. On his way, he passed two young men walking down the street. One of the youths looked his bike over with admiration.

"Damn man, check it out. That big white boy's got some wheels now. Wouldn't that look fine on me?"

"Hey, DeMarcus, chill man. I live in this neighborhood."

"Shoot, I'm just talkin', you know me. I ain't no dammed thief."

"Yeah, but you don't talk that way round here. Don't you know whose place that is?" he asked, pointing to the office. His voice dropped to a reverential whisper. "That's Sam Wilson's place."

DeMarcus's eyes grew wide. "No way…that's the Falcon's place?" He turned and thumped his friend on the shoulder. "Man, why ain't you tell me? Make me look a damn fool!"

Inside, Steve was talking with the receptionist, explaining that he had no appointment to see the councilman. As he spoke, a woman walked into the room, coming from the back entrance. Her eyes lit up when she spotted Steve, and she called out his name. Steve turned, a broad smile creasing his face.

"Akiela!"

The woman walked over, embracing him warmly, kissing his cheek.

"Michelle, this is Mister Steven Rogers, an old and dear friend of my husband's. Whenever he comes to call, please make him welcomed as an honored guest." Akiela turned to Steve. "I am sorry that Sam is not here to greet you, but I am so pleased that I am. It is good to see you again."

"Sam's not in?"

"No. He is holding a meeting on tenant's rights, across town."

Steve grew quiet. "Is there some place we can talk?"

"Yes, in his office," the willowy beauty said. "Michelle, please hold the calls."

They stepped into the modest office. Steve politely refused the offer of coffee and proceeded to tell her the news. An ashen look came to her face, and her brown eyes filled to the brim with tears.

"Are you certain, Steve? Your doctors, are they absolutely certain of this?"

"Yes. In fact, I just recently came from Wakanda. Your brothers own people confirmed it."

"T'Challa? But he's said nothing to me."

"He doesn't know. I didn't level with him about why I was there. I've only just now begun to tell people. I've been worked up about this one, I can tell you. I didn't know if Sam would even want to talk to me, not after all this time."

"Don't be so foolish," Akiela snapped. "Of course he wants to talk with you. This ridiculous falling out between you two has gone on long enough. Each unwilling to make the first step, like two buffalo meeting on a narrow path. Pig headed and proud. Well I've had enough of it," she said, dabbing her eyes.

Just then, the door opened. It was Sam. He stood there, surprised and still.

"Close the door my husband. There's something you need to hear."

An hour later, Steve was back at Sam's and Akiela's apartment. Akiela served mango tea and a dish from her homeland, honeyed dates mixed with roasted almonds and carob seeds, while Steve and her husband talked. Two and a half years ago, Sam retired from his role as the Falcon, going public with his identity and announcing his candidacy for the United States Senate. When Steve declined to step forward and give the endorsement of Captain America, it caused a rift. They had not spoken in nine months.

"Sam, I'm sorry. I was wrong. If I had it all to do over again, I'd—"

Sam shook his head, slowly but emphatically. "No you wouldn't."

Steve let out an embarrassed laugh, groaning. "No, I probably wouldn't. God, what the hell is wrong with me? Me and my dammed principles?"

"Yeah, well you and your principles were absolutely right this time—and we both know it. Your entire career you steered clear of politics, never allowing Cap to become a political football. I was asking you to compromise that. _I_ was in the wrong Steve, not you."

"This was different. We were partners. It looked bad, me not endorsing you. It probably cost you the election."

"Hey, Cap spoke to the media about a hundred times, offering me praise, support, building me up. Everything short of an official endorsement. And I almost won that election. I will win it next time around," Sam said, looking his old friend in the eye. "Look, there are things we both regret. But there're over and done with, and our friendship stands strong. Sound cool?" Sam offered his hand.

"Sounds cool," Steve said, shaking on it. It was an awkward maneuver, causing the two to laugh.

"You still can't do the black-man shake. Pitiful."

"For a ninety two year old white guy, I do ok."

Akiela called them into the dining room, having prepared a light supper. Over cups of coffee, the three of them sat and visited, old friends making up for lost time.

Sharon Carter slipped out of the brownstone drawing her coat tight about her. It had been an hour since Steve had stormed out. She needed that time to pull herself together. Sharon Carter; the agent extraordinaire, the spy with ice-water in her veins. Professionally, it was true enough. In the field, Sharon always knew what to do. No indecision, no hesitation—cool and in control. But when the issue was Steve Rogers? All of her poise and precision was gone. She was bereft of armor when dealing with Steve, just a woman, with her heart lying open and bare. Invariably, that heart ended up getting kicked to the curb. And so it was once again. But she needed to put that behind her now. There was work to do.

Sharon walked briskly down the sidewalk, heading towards the parking garage the next block over, where she left her car. Her agenda today was simple; learn the truth about Operation: Top Shelf. During her research this past week, Sharon had found traces of this mysterious project everywhere—traces, but no details. Someone had worked very hard to wipe all evidence of Top Shelf from the records, but there were obscure mentions of its existence scattered in the SHIELD data base. Everywhere that the name of Captain America was mentioned, Sharon found hints of it. It had only been mentioned once by name, but several times it had been referenced, and Sharon didn't like the tone of it. All of her instincts told her that Top Shelf held the key to Steve's problem. She had pried as deeply as her considerable skills could take her, but she needed to go deeper still. And that meant a trip to New Jersey was in the offing. She needed to meet with Melvin Kirkshank, one of her most prized contacts.

Melvin was a thirty six year old man who lived in his parents' basement and worked part time at the local comic book shop. He had the social skills of Attila the Hun, and almost as much personal hygiene, but he was also the most talented computer hacker on the east coast, maybe the entire country. For almost twenty years, the hacker known as 'Evil Boll Weevil' had managed to evade federal scrutiny. No one knew his identity, not even SHIELD. Sharon kept it that way, her own personal ace-in-the hole. If anyone could break into Fury's encrypted files, it was Melvin Kirkshank, the Evil Boll Weevil.

Sharon came to the intersection, turning over in her mind the things she need to accomplish today, when suddenly, she became aware that she was being followed. She slowed her pace, cursing her carelessness. Her shadow was trailing about ten feet behind, and had been following since she left Steve's brownstone. And like a wet-nosed cadet, she had failed to pick up on it. As she stood waiting at the crosswalk, something in between instinct and intuition kicked in. An icy smile came to her lips as she spoke.

"Hello Clay."

"Damm you're good Carter."

Sharon started to turn her head.

"Ah ah ah," Quartermain said. "Just keep right on walking. Eyes forward."

The crosswalk light went green, and Sharon and Quartermain joined the stream of pedestrians. Sharon thought of the weapon in her purse. It would take at least two seconds to draw, turn and fire. Not an option. Yet.

"I should be flattered," Sharon said. "I knew Fury would send somebody. I just didn't know he'd send his best."

"Oh come on 13…we both know that _you_ are his best."

"Where are we headed? Or do I get to know?"

"Just some place we can talk. That little pastry shop you were at earlier will do."

"Hmm. Been spying on me all morning I see. Maybe all night? See anything good Clay, anything juicy to share with the boys back at command?"

Clay did not answer. They crossed the street and walked into Simons Pastry shop. Sharon got her first view of Quartermain. He was dressed inconspicuously, jeans, button down shirt, tan overcoat. In the crook of his arm was a small package. Keeping his right hand in his coat pocket, he motioned her to the counter.

"Well hello again," said the genial old man behind the register. "What'll it be this time, miss?"

"I'll take a sub-machine gun, if you have one handy."

The man wrinkled his brow, confused.

"Coffee for the lady," Clay interjected. "Cream, no sugar?" Sharon nodded. Clay smiled and turned back to the counter. "I'll take a cappuccino. Light on the cinnamon please. And hold the automatic weapons."

Drinks in hand, the two SHIELD agents found a table in the corner. Sharon took her seat but Clay remained standing.

"Leave your purse on the table."

Sharon tossed the bag on the table and Clay sat. His hand had not left his pocket.

"Very public place you've chosen," Sharon said, stirring her coffee. "I had you pegged as more the deserted warehouse, dark alley way type. Wouldn't take long to dive me out to the Jersey turnpike, that's always a popular spot."

Quartermain sighed. "Do you really think I'm here to kill you?" he quietly asked. Sharon laughed.

"Clay, you've taped agents for Fury before, I know you have. We both have, so let's cut the act."

"Yeah, we have. Double agents, bad actors, ones who went rogue."

"Isn't that what they say about me? Aren't I supposed to be a rogue?"

"You take it close to the line," Quartermain said, sipping his drink. "You always have."

"Look, if you're not here to kill me, would you mind getting to the point? I have a busy day." Sharon wasn't bothering to keep her voice low. The woman at the nearest table seemed to react to her words, discomforting Quartermain. He placed the package on the table and pushed it over to Sharon. It was wrapped in plain brown paper.

"It's from the Director," Clay said. "He wanted me to give it to you—along with a message. He knows you're planning something, and he's prepared to back you. To a point."

"To a point," Sharon smirked.

"Yes, to point. Remember who your friends are."

"I didn't know I had any friends left in the Division."

"I'm your friend," he said, "If you'll only be smart enough to realize it."

"Ok then, one friend to another, tell me what you know about Top Shelf. And don't say 'nothing', because I know that's a lie."

Clay sat quietly. He looked off to his side before answering. "I'm not at liberty to discuss what I do or don't know on that subject."

"Bravo, agent Quartermain! A brilliant piece of double-speak. What you do or do not know. How utterly SHIELD you are."

"Keep your voice down."

"Why? Afraid the barista might be a spy? What about the lady next to us?" Sharon leaned over to the middle-aged woman. "Excuse me ma'am, but you wouldn't happen to be a Hydra operative, would you?"

"… I'm a legal secretary," the startled woman replied.

"You see Clay? She's clean. So why don't you just tell me what you know about Top Shelf?"

Quartermain smiled. His cool was beginning to crumble, but he was loathe to show it. "You always were a hard-ass Carter. All right, if it's going to keep you quiet, I _will_ tell you something. What's happening to Rogers? It's not us. The Division's hands are clean on that, I promise you."

"Then who?"

"I honestly don't know. The Colonel does. Maybe he's ready to tell you," Clay said, tapping the package.

"More cloak and dagger," Sharon said, shaking her head. "It's all just one big spy game to you, isn't it?"

"No, as a matter of fact. Look, the man saved my life two years ago. I owe him, don't you think I know that? Hell, every man, woman and child in this country owes him—a dozen times over. I want to help…I'm _trying_ to help. So is the colonel. He's doing everything he can. But he has to protect the Division while doing it. You have to understand that. That's his first responsibility."

"Luckily, that's a responsibility I'm not burdened with," Sharon said. "My one and only concern in this matter is Steve Rogers. I'll do whatever I have to in order to save him. You can tell the Director I said so."

Clay finished his cappuccino and stood up. He finally took his hand from his pocket. Sharon saw that there had been no gun. Clay smiled. "I'll give him your message," he said, turning to leave. He stopped and pulled a card from his wallet, handing it to Sharon. The address was for a warehouse on Long Island, Wade Construction. There was no Wade Construction. The business was a front; it was actually a SHIELD ordnance and supply hub—one of several such facilities scattered throughout the country. Sharon knew it well.

"Show up tonight at nine, ask for Danny Hu. He's a friend, owes me a favor. He'll give you whatever you need, no questions asked. I know you have your own sources, but you're going to find things getting tight pretty soon. And just so you know…I'm the one who's supposed to bring you in, if it finally comes to that. Don't let it come to that, Sharon. Please."

Sharon shook her head softly, tucking the card into her purse. "You're a real son-of-a bitch Clay. Thanks."

"Hey, what are friends for? Good luck, 13."

Quartermain stepped out of the shop. Sharon finished her coffee. She still couldn't believe she had been sloppy enough to have picked up a tail and not noticed it right away, but then Quartermain was better than she gave him credit for. Maybe he always was. She picked up the package and headed to the parking garage, curious at what Fury had sent her. Hopefully, some questions would be answered today. One way or the other, she was going to get to the bottom of this thing. God help anyone who got in her way.

The late afternoon sun was pouring through the window of the dining room as Steve set his napkin down and pushed away from the table. "Akiela, that was absolutely delicious. Thank you."

"The pleasure is mine. I so rarely get compliments on my cooking," she said, frowning in mock anger at her husband.

"Maybe we should have you over more often," Sam said. "My African Princess doesn't cook like this when it's just me."

Akiela began to clear the dishes and Steve rose to help. She slapped his wrist, shooing him away. "Don't you dare. You are a guest, one long missed. You and Sam go relax."

Akiela headed for the kitchen, but stopped and turned, smiling coyly. "Tell me Steven, do I not look different to you?"

"…Not that I notice."

She turned, running her hand down her slim belly. "Nothing at all?" she asked, smiling. Steve's face broke into a huge grin.

"No…a baby?"

"Yes! Two months along."

Steve jumped up hugging her. "This is wonderful, congratulations. Do you know if it's a boy or a girl?"

"It's a little early for that. Besides, Sam wants it to be a surprise."

"If it's a girl, we're thinking of Akiesha, after her mother. Kenneth if it's a boy, after my father."

"I like Steven," Akiela said. A somber silence fell over the room. "I want for his uncle to be there when he is christened."

"I want that too," Steve said. "Very much."

Akiela turned and hurried out of the room. Sam stood up, rubbing his face.

"Steve…what are we going to do about this thing?"

"Not much _to_ do. The guys with all the PhD's after their names are doing the real work. I'll take any prayers you have lying around."

"You got them," Sam said, putting his hand on Steve's shoulder.

Just then a slight beeping sound was heard. Steve reached into his pocket, pulling out his Avengers com-card. No larger than a credit card, the device was a marvel of technology: part I.D., part computer, part video phone. Understandably, the sound quality was not ideal. Sam handed Steve the phone. He had a brief conversation then hung up.

"Avengers business?" Sam asked.

"No, NYPD, looking for Cap. There's a hostage situation at Brand Laboratories in Queen's—a robbery gone wrong. Hydra."

"Hydra? They've been busy lately."

"Very. Police say the hostage taker is offering to surrender, but only to me, personally."  
"You going to take the call?"

Steve nodded. "Got my gear stowed on my bike."

"I noticed. You want company?"

Steve looked at his friend seriously. "I thought you'd retired, Sam."

"Yeah, well so did Michael Jordan, about nine times."

"You've got a baby on the way. Maybe it's not such a good idea."

"Steve, let me put it this way; I'm coming."

"Well I can't argue with logic like that," Steve said, smiling.

Sam went off to change and Steve headed down to the garage. He opened the case and began to suit up. He followed a set routine, one he started in the spring of 1940, when his uniform had first been assigned to him. He began by examining the individual garments, inspecting to see that everything was intact and functional. First he put on his under-shirt. It was long sleeved, a blend of white cotton and silk, which made for a strong but lightweight piece. Over that came his armored tunic, which was short sleeved, cut just above the elbow so as not to restrict his arms. It was deep blue, except for the chest, which was emblazoned with a white star. The tunic, which stopped midway down his torso, was covered with hundreds of small, interlocking scales, giving the appearance of chain mail. Each of the lightweight scales was composed of durable high-impact Kevlar, interwoven with threads of pure vibranium. It was bullet proof and highly resistant to energy weapons. Just below where the tunic stopped, his under-shirt had a series of vertical red and white stripes. Next, he put on his trousers. They were marine blue, a slightly lighter shade than his tunic, and the stitching and piping were red. The trousers were a weave of cotton and specially treated nylon, not bullet proof, but very tough. They were close fitting, designed for flexibility. His belt was leather, with a plain army style buckle, gunmetal grey. Next, he put on his boots, followed by his gauntlets, both of which were red, patterned on the type worn by Calvary officers in a more chivalrous age. After this came his head piece, a blue cowl with thin Kevlar plating sewn under the fabric. The mask was cut just below the eyes and above the nose, to allow for ease of speech and breathing. The eye holes were cut wide to not impair vision and the ears were left uncovered for the same benefit. On the center of the mask, just above the eyes was sewn a proud letter '**A****'** in brilliant white silken thread.

Finally, he reached for the metal disc, famed the world over as the indestructible shield of Captain America. It was no hyperbole; the shield was the strongest, most durable substance on the face of the earth, more than twice as strong as adamantium, which was developed in the nineteen-sixties in an attempt to duplicate the shield. The shield itself is an alloy of titanium and vibranium, the wonder metal found only in the African kingdom of Wakanda. Vibranium imparts the shield with several unique characteristics. The metal's molecular structure absorbs, dissipates, and deflects kinetic energy at a rate of 98.9%, transferring very little impact to the wearer of the shield. When thrown, the shield (which is perfectly aerodynamic) can ricochet from one object to another, losing less than 2% of its forward momentum upon impact, while delivering a tremendous amount of force depending on how hard it is thrown. As for tensile strength, the shield is without equal, easily able to withstand pressures of more than 500,000 pounds pre square inch without structural damage; nothing less than a nuclear explosion could destroy the shield, and possibly not even that.

Steve straddled his bike, catching his reflection in the windshield of Sam's Lexus. He breathed a little easier than he had all day. The world always made a little more sense to him when seen through the lens of Captain America. That was probably not always for the best, but it was the way it was. Cap reached for the hands-free com unit on his dash. The tiny earpiece in place, he called for Sam.

"I'm here Cap; suited up and ready to fly."

"Good. I'm going to take I-285. Traffic should be light this time of day."

"Right. I'll probably beat you by a good ten minutes. Good to be rollin' with you again brother. Falc out."

Out on the streets of Harlem, people watched in wonder as the team of Captain America and the Falcon once again blazed into action. A group of young boys on a nearby playground cheered wildly at the sight. Back in her apartment, Akiela Wilson stood in the darkness of her bedroom, running her hand up and down her belly, praying for a safe return. Evening had begun to fall.

Sixteen minutes later, Cap's bike was rumbling to a stop outside a police blockade, in northeast Queens. As expected, Falcon had arrived early. He was standing next to a group of S.W.A.T. officers, wearing his red and white uniform. Cap walked over, a crowd of onlookers cheering his arrival. The media had only just begun to arrive.

"Cap, glad you could make it," the commanding officer said. "I've just been filling in Falcon—by the way, good to see you two together again. New York could use more of it."

"Thanks commander. Now what's the lowdown?"

"Got a guy up there," he said, pointing up to the third floor of the complex. There was a bank of police spotlights pouring into a row of windows, most of which had been shattered by gunfire. "He's in the genetics lab, armed with at least one .45 automatic, got one of my men hostage. He swears that he'll give up peaceably, but only to you, says he has to talk to Captain America first. Some crazy Frenchman, funny sounding name."

Cap looked over to Falcon, surprised.

"Yep," Falc nodded. "It's Batroc."

"Batroc..? _Georges_ Batroc? I can't believe it. He's no choir boy, but working for Hydra? I can't see it."

"It's him Cap. I just talked to him," Falcon said, holding up the police radio. "The rest of the gang is in lock-up, a straight Hydra crew. Apparently, they had Batroc and his mercenaries on contract, to assist in this job."

"Hmm. I don't know who the more desperate party is; Hydra, for working with outsiders, or Batroc, for throwing in with a bunch of murderous fanatics like Hydra."

Cap and Falcon huddled with the Police and quickly arrived at a plan of action. The police pulled back. Falcon flew up to a nearby building, a large hotel, providing him a birds-eye view.

"I'm in position Cap. If you need back-up, just holler."

Cap made his way into the building. This caper was strange—but then, all of Hydra's latest moves had been hard to figure...kidnapping the second-in-line for the British throne; another kidnapping attempt of the deputy defense minister of Russia; a laboratory theft in India of some obscure but expensive chemical isotopes— with no known weaponry applications. What they hoped to gain from such moves was puzzling, but one thing was sure; Hydra never made a move without good reason. Or bad intent.

Cap quickly found the genetics lab. The lights were out, but with his superior eyesight, he was able to see well enough. The place had been ransacked, tables overturned, equipment smashed, files strewn about. This wasn't theft. They were looking for something.

"Batroc," he called out, forcefully. There was a voice Cap was able to call on in situations like these, a certain pitch and tone, an undercurrent of authority that helped. "This is Captain America. I'm here as you requested. Now let that officer go."

"Non…show yourzelf first," replied a voice so thickly accented with French that it was at times comically impossible to understand. Cap stepped forward. The only light in the place was from the outside, streaming through the row of shattered windows.

"Ah, it _iz_ you," said a colorfully costumed man, inching into view. He was holding a police officer about the neck, using him as a human shield. "You are a man of honair, mon Capi'tan. Not like zoes peegs I came wit'." Batroc spat in disgust. "I zalout you!" He released the officer, kicking him in the backside. "Run off, coppair; zee Capi'tan and I must zpeek."

The officer took off. Cap faced Batroc. "The gun," he said. "Drop it."

"S'ertainly," the Frenchman replied. He ejected the clip, cleared the chamber and dropped the gun, kicking it towards Cap. "I am a man of my w'rd."

Cap walked closer. "What's the story Georges? Why are you working with Hydra?"

"What can I zay? Times, zey are tough, non? Zee belt, she iz tight. Zey offaired my crew good monay, and like a fool, I take it. Nevair again! Zees bastairds killed 'tree of my men! Zey tried to kill me…but I fought zem off. I am an honest criminal, but zee's men have no honair."

Batroc came forward, into the light. His stylized uniform, bearing the quasi military emblems of his own private army, was torn and bloody. Batroc was not truly a villain, more a rogue adventurer, a mercenary, in the game as much for the excitement as for the money. But his face was deadly serious as he spoke.

"Hydra iz planning zomezing bieg, Capi'tan. Zomezing involving you."

"Ok," Cap answered with a trace of skepticism, "I'll bite. What is it?"

"Zomezing monstrous. I will 'ave no part in zaire schemes! But before I tell you more, you will of course help me 'wit this little…fix I am in. Oui?"

Cap shook his head. "No promises Georges. But if you're straight with me, I'll let the authorities know you've been cooperative. That's the best I'll offer."

"…Alright Avengair, I accept. Hydra is planning to—"

An explosion of red blotted out Batroc's head, and he flew backwards. Cap was already diving for cover when the sound of the shot rang out milliseconds later.

"Falcon, Shots! Southwest—look for the tallest building!"

"I'm on it!"

Cap scrambled over to Batroc, to administer first aid. It was too late. He had fought this man a handful of times, a troublemaker, sometimes a _big_ troublemaker. But he didn't deserve this. Cap got up, his shield in position. There were shots ringing out, up high; Falcon was drawing the assassin's fire. Cap ran headlong for the window, crashing through the glass like a rocket, sailing to the ground forty feet below. The impact was hard, but he shook it off, rolling to his feet at a dead run, charging towards the ten story office building across the street.

Falcon saw the flash of gun fire and was already in flight when Cap's call came over the com-link.

"I'm on it!" he shouted.

He was at top speed when the first round whizzed by his head. He executed a series of barrel rolls, corkscrewing to his right. The shooter was good; he was tracking him, zeroing in. Falcon dropped into a power dive—straight down, cutting off the shooters angle. For a fleeting second he was safe, but the ground was coming at ninety miles an hour. He pulled up just enough to keep from pancaking. He bounced off the ground, leaping back up into flight. As he rose, he looked to his left and saw Cap tearing across the boulevard like a locomotive.

Falcon soared around to the back of the building, looking to flank the shooter, maybe take him by surprise. As he popped up over the roof's edge, he saw the shooter waiting, prepared, his rifle raised. Falcon jerked hard right, narrowly avoiding death. The slug tore through his left wing, destroying it, and he tumbled hard to the roof.

"Got you," the shooter said, taking aim. At the last second, Falcon raised his arm, pressing the stud on his wrist band. A volley of tiny steel barbs exploded out of the firing mechanism, spraying his attacker, who let out a string of obscenities. His rifle clattered to the roof.

Cap smashed through the glass plated entrance of the deserted office building. He ran past the elevator and found the stairs, bounding up them four and five steps at a time. He hit the top floor seconds later, finding the exit to the roof at the far right. Lying slumped by the door, in a pool of blood, was the night watchmen. Cap checked his pulse, but the man was dead. The door was locked, chained from the outside. Cap reared back, slamming his boot heel into the door. The chain held, but the concrete around the steel door frame cracked and crumbled. A second kick and the door burst out on to the roof.

Falcon got his first good look at the shooter; a huge man, bigger than Cap, massively built and clad head-to-toe in black. He wore a facemask with a white skull design. It was Crossbones, chief assassin and enforcer to the Red Skull. He was going for his revolver. Falcon kicked it out of his hand, but a straight left from Crossbones sent him flying back.

"Well well well, lookie who it is: Step-n-Fetchit. Cappy going affirmative-action again, is he? Lucky for you. I heard politics didn't work out so good."

"First of all asshole, Step-n-Fetchit were two people," Falcon said, getting to his feet. "Second? The only reason I came back was to whip your ignorant ass."

"Yeah? You and what million-man army?"

The two men launched themselves, meeting in the middle of the roof, in a whirl of action, punches and kicks flying, some blocked, many not. Despite his bulk, Crossbones was slightly the faster, and by far the stronger of the two. A devastating right hook caught Falcon flush, sending him flying across the tarred roof. He dropped, his senses reeling.

Crossbones pulled a knife from his boot sheath. He knelt, grabbing Falcon by the hair, his knife raised.

"I'm going to enjoy this."

Behind him, the door exploded. Captain America was there.

"Drop that knife—now!"

"Sure," Crossbones said, spinning and throwing the knife. Cap batted it aside with his shield, but Crossbones took advantage of the diversion by hitting him with a flying shoulder tackle, crashing against the wall of the shattered doorway. He whipped his head up, slamming Cap's chin, and then hammered his mid-section with a rain of punches. Cap kicked free, lacing the big man with a thunderous haymaker. Crossbones flew back, tumbling a dozen feet across the roof. He activated his wrist communicator.

"Hey! Numbnuts! Where's that frickin' chopper?"

"On our way," came the reply. The sound of rotors could be heard, coming closer.

"You're not going anywhere," Cap said, advancing. "Except prison. I'm going to put you away 'Bones, once and for all." Cap took another step, and then froze. A bolt of agonizing pain racked his entire body. Everything faded to grey, and he fell, unconscious.

"What is this? You playing possum?"

The chopper was just over Crossbones head now, the ladder being dropped. Cautiously, he kicked Cap's foot. Nothing—the man was out. The ladder was in reach. Bones stopped and weighed his options. He had no kill sanction on the flag-man; the boss was planning something major, wanted him for himself. The Skull was squirrelly when it came to the big A. He checked again. Still unconscious.

"Screw it," he said. "Accidents happen."

He'd tell the boss Cap tripped, and catch hell for it. So what? He'd never have this chance again. He grabbed Cap, heaving him up over head, and walked to the edge of the building. Falcon was coming to his senses, rising to his knees. Crossbones turned to look at him. Under his mask, he was smiling.

"Opps."

He tossed Cap over the edge.

"No!" Falcon screamed. He jumped up, launching himself after Cap. Crossbones let out a satisfied bark of laughter, grabbed hold of the ladder, and rose into the night sky.

Falcon had seconds to act. He hit the controller to his impulse drive. He shot forward, but speed wasn't his problem; control was. With his left wing shredded he was all over the place, flailing. Twice he stretched out, almost snagging Cap, but missing. The ground was only a dozen feet away when he caught Cap's wrist on the third try. Falcon wrapped his arms around Cap, pulling up with everything he had. His wing-gliders almost ripped from his suit, but he managed to level out at the last second, slowing just enough to avoid breaking his neck as he and Cap slammed into the Channel 9 News van. He rolled to the ground, stunned, breathless, hurting from head-to-toe, but alive. Nothing seemed broken. He staggered over to Cap. There was pandemonium; the crowd of onlookers screaming, the cops pushing them back, reporters and cameramen everywhere, lights blazing. Overhead, a pair of police helicopters were trying (but failing) to keep pace with the escaping Hydra team.

Falcon knelt, ripping off Cap's glove. There was no pulse. He put his wrist to Cap's mouth, feeling no breath. Falcon dropped to one knee, starting chest compressions, counting off each press with a steady rhythm and desperate hope.

"Cap!"

Nothing. He slammed his fist on Cap's chest, hammering at his heart. With Cap's massively muscled chest and ribcage, and with his tunic in place, it was like pounding on concrete. Falcon started mouth to mouth, feeling for a pulse again. Again, there was nothing.

The police were rushing across the boulevard to the scene. Falcon continued the chest compressions, shouting again and again for an ambulance. Captain America still had no heartbeat when the ambulance roared off to the hospital two minutes later. Reporters from the network and cable news outlets were on the scene, delivering news that rocked the nation: Captain America was feared dead.


	11. Chapter 11 Brothers In Arms

_**Brother's in Arms**_

Somewhere,

Sometime…

Steve got up, feeling fine. He walked out of his room, stepping lightly down the stairs, not quite skipping, but almost. The warm smell of apple pie filled the air, sweet and tart and delicious. There would be big wedges of sharp cheddar cheese, fresh from Tuckers dairy farm, to be laid on the slices of pie, and milk to wash it all down with, cold in the ice box. Aunt Penny had the radio playing, but Steve couldn't quite place the song. It was a good one, and he picked up the melody, whistling along.

It was a beautiful summer day. Warm, but not hot, sunny and dry, with bee's buzzing in the July clover. The cattle were dozing up in north forty, the new pasture which he and Uncle Mike had cleared just this past season. The horses were neighing gently in the barn and Bandit and Goldie were sleeping in the shade of the big elm in the front yard, dreaming their dog dreams of lame rabbits and low flying birds. It was a perfect summer day.

As Steve walked through the living room, he saw a leg brace leaning up against the wall, steel bars with brown leather straps—an ugly thing, but powerless to harm him. He didn't need it; why would he? His leg was fine. He kicked the brace to the floor and headed to the kitchen, finding the pie cooling on the table. Uncle Mike and Aunt Penny were out, so Steve decided to help himself. He poured a tall glass of milk and cut himself an extra big triangle of pie. The screen door opened and Steve turned, smiling at the sight of an old friend.

"Buck! Just in time for some pie."

Jimmy Barnes smiled and walked in. He went to the sink and pumped the jack handle, bringing a gush of water. Picking up the strong lye soap, Buck washed the grime off his hands. "Boy, that tractor is a bear," he said. "Thought I'd give your Uncle a hand, try to get her running, but that alternator is just shot."

"That's what _I_ told him," Steve replied. He looked at Buck, puzzled. "You know my Uncle Mike, Buck?"

"Sure. Good egg. Aunt Penny too."

"But, you can't know them. I don't even know _you_ yet. Not for a few years, right?"

Buck shrugged his shoulders. "Now, then…sooner, later; it's all pretty much the same thing." Buck grabbed a slice of pie and took a seat. The song on the radio kept playing and Steve still couldn't place it. After a while, he turned to Buck.

"Bucky?"

"Yeah Steve?"

"…Is this Heaven?"

Buck set his fork down and thought a moment. "No, not Heaven."

"_Is_ there a Heaven?"

"Oh yeah," Buck answered, smiling "There is a Heaven."

Steve considered that. "So is there a Hell?" he asked.

"Not that I've ever seen," Buck said, taking another bite of pie. "Except maybe back there, in the world. You remember Sicily, when they dropped us behind lines? Try to take out those 88's burrowed into that mountain? That was sure enough Hell."

Steve whistled. "You got that right. That was a meat grinder and a half. Wasn't that the mission we lost Will Sturgis on?"

Buck nodded.

"I liked Will," Steve said. "He was the last guy from the program to survive. Except for you and me, of course."

"That's right."

"Buck, I never asked you this, but…was it hard on you? That it worked for me, but not you? The serum, I mean. We never talked about it, and I always wondered."

"Honestly? A little. I mean, I _was_ a competitive s.o.b. Nobody starts out thinking, '_Boy, I hope I get to be the sidekick!_'" Steve and Bucky shared a laugh. "But I understand it now. It was meant for you, Steve. Not for me, not for anyone else. You're the one."

"The one what?"

Buck took another bite of pie, and then pointed with his fork to something behind Steve's shoulder. He turned to look.

It was an American flag.

"It all happened for a reason," Bucky said. "You, the serum, the shield. Even me. Everything happens for a reason."

"So everything is fate? There isn't any freewill?"

Buck laughed, gently. "Those are just made up words, Steve, Fate and freewill. People made them up 'cause they don't understand what it really is."

"What is it then, really?"

"God."

"God?"

"Yes. God is both those things, existing at the same time. And God is what life is. I know that sounds all 'fortune cookie'…but it's the truth. Weird, huh?"

Buck finished his pie with an enormous bite and wiped his mouth on a linen napkin that smelled of fresh Oregon air. "I have to be going, Steve. So do you. You've got work to do."

Again Buck pointed. Steve turned, this time to a troubling sight. A blood red serpent was coiled around the brass flagpole, hissing at him. A smoking poison dripped from its curved fangs. Anger welled up in Steve at the sight, the anger all good men feel when confronted with true evil. The black eyes of the serpent, like pinpricks against the veil of space and time, stared back at him. Steve could feel a powerful intelligence at work; calculating, considering, planning…all the while smiling at him with an infernal good humor. The serpent disappeared, leaving behind a film of smoke which itself disappeared as a breeze came from the kitchen window. The flag gently ruffled.

"He's the reason you have to go back," Buck said. "The Skull has walked the earth for too long. You need to crush him under your boot heel and smite him. You know, all that bible stuff."

"Is…is that my purpose?"

"It's part of it. You'll figure it all out once you get here for keeps. Look for the help you need in the book."

"The bible?"

"No," Buck answered, laughing. "I mean Sir Richard's book. You'll find help there, help against the Skull."

"Will it be enough help? Will I win?"

Buck paused, his expression serious. "I don't know. The Skull's grown powerful. He was bad enough when he was just a man, but now he's something more. No, that's wrong. He's not more, he's something…other, something beyond. Evil is very powerful, Steve. I don't know if you'll win."

Steve's features hardened at that grim pronouncement. Buck reached out and laid his hand on his shoulder, grinning that cocky grin of his, and Steve felt a little ache in his heart at how much he had missed his friend.

"But I can tell you this much," Buck finally said. "You'll fight the good fight. You always have."

Buck headed to the door, but stopped and turned. "One last thing. Don't beat yourself up anymore about not saving me. You did the best you could. My number was up, that's all. You were a good brother Steve, the best any dogface ever had."

James Buchanan Barnes turned and walked into the sunlight. Steve thought of more things he wanted to ask him, but he looked up and Buck was gone, and so he simply sat down and finished his pie. He thought about the things Bucky had told him, but it was hard to concentrate; that dammed song was still playing, and he just couldn't place it. Suddenly it clicked. It was the Beatles. He loved the Beatles. They were one of his very favorites. Steve started to sing along.

'_Once there was a way, to get back homeward…_

_Once there was a way, to get back home…_

_ Sweet little angel do not cry…_

_ And I will sing a lullaby…'_

There was a blinding flash of white light, and pain. Steve felt himself swimming in and out of awareness. Wasn't he just talking to someone? The smell of apple pie was in his mind. He heard voices floating high above:

"We've got it! We've got a pulse! He's coming around!"

Steve Rogers closed his eyes and slept, and dreamed of summer.

**End of Book I**


	12. Chapter 12 Book II Aftermath

**Book II**

_**Aftermath**_

October 13, 2008,

America

Across the nation, the reports of Captain America's fall in battle dominated all conversation in television, radio and newspapers. The news passed over the phones, through cyberspace and from neighbor to neighbor. In the big cities and in the small towns, it swept like a cold, unexpected rain, with a chill that stabbed at the heart. Everywhere, crowds of people gathered, following the latest reports. For several long minutes of dread and uncertainty America came together, a family, waiting to learn if one of their own had died this night. Many people refused to believe it. In Philadelphia, Mike Gilligan, owner of Mike's Tavern spoke to his patrons, angry and dismissive.

"Aw, it's a bunch of bull, I'm telling you. That's Captain America their talkin' about. No way he's dead. Not a chance."

"I don't know Mike. You saw the pictures. It didn't look so good."

"Yeah, I saw the pictures Kenny—what'd it show? It showed Falcon catching him _before_ he hit the ground—before. Not that Cap needed it. He'd a saved himself some how. No fall is gonna kill Captain America, that's for damm sure."

"But you heard that reporter. He said that Cap wasn't breathing, that he had no pulse. It looked bad Mike."

"Aw, reporters, what the hell do they know? Right now everything's rumors and guess work, you'll see. Remember last year, when Doc Doom took over the UN? Who kicked his tin-plated ass? Cap, that's who. I mean, he beat the Nazi's for Christ sake. He'll beat this too, wait and see."

Mike Gilligan threw his bar towel over his shoulder and turned to watch the TV, cutting short the argument. He turned up the volume and stood behind his bar, trying to look more certain than he actually felt.

"He's gonna make it," Mike said quietly. "He's gotta."

In Racine, Wisconsin, the Wyckoff family also watched the reports on the television.

"Oh my God," Elaine Wyckoff said, putting down her magazine. "Did I hear that right? Did he just say that Captain America is dead?"

"They don't know yet," her husband Ben answered. "They're rushing him to the hospital, but they say he wasn't breathing. Some lunatic just threw him off that building. Maybe he was shot, I don't know."

While Elaine, Ben and their teenage son watched the coverage, Ben's eighty seven year old father, Samuel, quietly stood and walked over to the bureau in the hallway. He opened the top drawer and took out his prayer shall, draping it over his frail shoulders. He walked back into the living room and spoke.

"He saved my life."

The family turned. Samuel was looking down, rubbing his thin forearm, touching the tattoo scrawled there, faded, yet indelible, its ink marking more than just his wrinkled skin. "At Treblinka, nearly seventy years ago," Samuel continued. "He saved my life… and the lives of nearly a thousand others. They say a million souls entered those gates. In the end, there were less than a thousand left. And he saved us."

Ben stood, looking at his aged father, stunned. In all his life, he had never heard his father speak more than a few words about his life in Poland…about the camp. '_I have no words_' was the most he usually said. '_How can one describe the indescribable?_' But tonight, Samuel Wyckoff's words came.

"For weeks there had been talk in the camp. That the Germans were losing the war, that the Allies were coming to liberate us. But who could believe such talk? To believe was to have hope, and who could have hope in such a place? In such a time as that? But on that morning, the Nazi's were in a panic, officers fleeing their posts, troops leaving by truck and on foot. Finally, we dared to hope. That was when Zubovich came. The Hammer, we called him. It was said Zubovich had been a blacksmith before the war, his arms big as a man's leg, his legs like the trunks of trees, his hands…his hands were death. He could crush a man's skull with those hands. I had seen this with my own eyes.

"He was not an officer, not even the head guard. But nothing happened in the camp that did not pass through Zubovich, the black wheel upon which everything turned. He rushed us from our huts, into that muddy pit…and I knew. Zubovich meant to leave no survivors in his wake. I saw the machine gun in his hand, and I knew. That was when _he_ appeared. The Captain of America.

"I had heard the stories, of the American superman, the hero who no Nazi could withstand, who even Hitler feared. The avenger sent by God to punish the wicked and save the just. But until that day, I did not believe. He crashed the gates like straw. There were others with him, other soldiers, but it was only the Captain I saw. He was everywhere, smashing the feeble Nazi resistance, so strong just the day before, invincible. Now they fell. And then, the Captain saw us, and Zubovich. He charged forward. Zubovich fired his gun, but no bullets could find him and the few that did fell harmlessly from his armor. And he was there.

"I watched Zubovich, the Hammer, the black giant of death who ruled our world in Treblinka, I watched him crumble. He was a child now, blubbering, quaking in fear. The Captain thrashed him, drove him into the muddy ground like a tent peg, no longer the Hammer, but the nail, bent and broken. I prayed that this avenging angel would kill him, but he did not. He left Zubovich alive, but unconscious, to be hauled off with the other Nazi's. Then this man, who had been little more than a myth the day before, turned his attention to us, directing aid to the survivors and comfort to the dying. He saw to food and medicine and shelter. And then, as the sun set, he was gone. How it was that such an important man came to be there that day, I do not know, or how he could spare time tending we wretched few in that dark corner of the world."

Samuel turned to his son. "I have never spoken of that day, Benjamin—not even to your mother. Treblinka took all that I had in this world, my father and mother, my sisters, my brother; everything. But it did not take me. Because of the Captain, I survived. And you with me. So I will pray for him now, the man who delivered our family."

Samuel Wyckoff bowed his head and lifted up his hands, and began to pray the Torah, singing from the book of Ezekiel '_Let not the just man fear, for the Lord is his shield and his comfort_.' Quietly, his family joined hands and prayed with him.

In every part of the nation, many such scenes played out, but in some places, there was no time for thoughtful reflection. In New York, the Daily Bugle was a vortex of bustling chaos. Everywhere, there were reporters and editors working the phones, shouting messages and furiously writing up new reports as the information changed by the minute. There were people flying up and down the aisle ways, relaying copy to the various department heads. By the south wall, Ben Urich and a small group of other staffers were gathered by the television monitors, watching the live news updates. Robbie Robertson, the Bugles managing editor, walked over. He was holding a phone to his ear, waiting for one of his key reporters working the story from the scene, the call on hold.

"Damm," Robbie said in grim amazement. "This is like Kennedy. I was only eight when JFK was assassinated, but I can remember it. Never thought I'd see anything bigger. But this…"

"I know," Urich answered. They watched in silence as the ambulance bearing Cap roared off to the hospital, the reporter from CNN repeating what little was known, none of it good. He was attempting to speak with the Falcon, who was standing by a crumpled news van. Falcon brushed him off, angrily shouting 'no comment'. He quickly stepped into a waiting police van, which followed after the ambulance.

"As you can see," the reporter said, "the Falcon, known to be Sam Wilson, city councilman from Harlem's ninth district, was either unwilling or perhaps unable to speak about tonight's tragic events. What we do know is this; earlier this evening, Captain America—responding to a hostage crisis here in Queens—was seen battling with agents from the terror organization known as Hydra. At nine seventeen pm eastern-standard time, Captain America, hero to generations of Americans, fell from the roof of the Hart office building, just across the street from where I now stand. At the very last instant before he would have hit the ground, Cap appeared to have been saved as the Falcon swooped down and caught him. But as you saw live, just moments ago, paramedics were unable to revive Cap. He has been rushed to Mercy General Hospital. Let's go now to Jennifer Layne, standing by at Mercy General."

Robertson and Urich did not get to hear from Jennifer. The Voice of Jonah Jameson bellowed out as he burst through the office doors.

"Robbie! What the hell's going on here? Where do we stand with this story? Who do you have on it?"

Jonah, not pausing to breathe, barreled his way through the traffic, coming over to Robertson. He was dressed elegantly, in a black Armani tux, having just come from a charity gala at the Met. He continued with his verbal barrage. "Where's Lyman at Robbie? And what about Leeds? We need him at that hospital when the police make an official statement. And I want Brant working the phones, you hear me? We have to keep in touch with all our people—no twitters or blueberries or facetube crap, just real, actual phones. After you do that, I want to see the mockups for tomorrow's headlines. And what the hell is Urich doing just standing around? Dammit Robbie, talk to me!"

Robertson's mocha complexion went almost purple. He cupped the receiver of his phone. "Goddamn it Jonah, stop barking in my ear! The Bugle may be your paper JJ, but the city room is mine! I make the calls here, got it? If you don't like the way I run things then fire me, but until then, either keep out of my way, or I'll boot your ass out of here!"

For a moment, all activity in the office stopped. Everyone was watching to see what came next. At the Daily Bugle, no one but James "Robbie" Robertson could stand up to Jonah and get away with it—but this outburst was unprecedented, even for him. All eyes were on Jameson, who stood there, flummoxed.

"…Well, I'm sorry Robbie. It's your show, of course it is. Just get me up to speed is all I ask. When you have a minute, I mean."

"Look, Jonah, were all on edge here, but believe me, everybody is doing their jobs. Betty _is_ working the phones, and Leeds _is_ at the hospital…I'm holding for him right now. Were on it, trust me."

"Of course I trust you, who ever said I didn't?" Jonah said, finding his footing again. He looked around the room, glowering. "What the hell are you people doing standing around here? Didn't you hear Robbie? Get to work!" The office returned to its previous frenzy. Jonah turned to Urich.

"And you?"

"Just waiting around to see if Robbie's going to boot your ass," Ben said. Jameson nostrils flared and he started to speak, but Urich interrupted, throwing his hands up, capitulating. "I'm going, I'm going…" he said, and headed back to his desk.

Seated, Urich brought up the file he had been working at since the crisis erupted less than twenty minutes ago. His computer screen lit up with the obituary for Captain America. Like all major newspapers, the Bugle kept obituaries on file for the major celebrities and world leaders, particularly ones who were old or in poor health. It was morbid perhaps, but only prudent. Of course, Cap was neither old nor ill, but being a superhero was another matter; it was a dangerous business the man was in. Tonight showed that. So Ben scanned the obit—generic stuff, no heart, no prose, just a basic list of Cap's history, concisely told. It, of course, lacked all details of today's events. Robbie had asked Ben to update the obituary, just in case the worst came to pass tonight. Again, only prudent. And so Ben sat there, staring at his computer screen, trying to craft the words that would tell the story of the death of Captain America. For five long minutes he stared at that screen.

_No_.

Ben closed the file.

_I can't do it. I won't do it. If it actually happens, if the worst really does come to pass tonight…then I'll do it. But not before. I'll scramble, I'll pull it together and get it in under the wire. That I can do. What I can't do is write those words. Not yet. _

Ben leaned back in his chair. His throat grew hot and thick and his guts hurt. Suddenly, Ben felt he was about to cry. He swallowed hard. It was ridiculous; he was a reporter, and this was a story. He needed to be professional. It wasn't as if he knew the man. Ben had never met Cap, never even spoken with him. He had seen Cap in the flesh exactly three times, all in passing, never having been closer than a hundred yards of him. And yet…

And yet this was Captain America he was talking about. Of course he knew him. We all do. He belongs to us, Ben thought, a birthright almost, like baseball in summer. Cap was as present, as permanent seeming as the Rocky Mountains, the Mississippi River or the graves at Gettysburg. He was part of the fabric of the nation. Picturing the country without Cap was like trying to picture the penny without Lincoln on it. Ben looked down at his desk, seeing the words he had scrawled, in black magic marker:

**Get That Interview!**

How odd that message now seemed, like an artifact from a time capsule. It was only three days ago that he had written it. But in the news business, three days was an eternity.

Ben looked up to the television, trying to catch the latest, putting aside any thought of opening back up that obituary, for now. On the right-hand corner of his desk, covered by his briefcase and a stack of memos, was a small express mail envelope, US post office. It had arrived with his afternoon mail, earlier today. He had been about to open it just as the hostage situation erupted. Ben had set the envelope off to the side, unopened. When he would finally get around to opening it tomorrow morning, the contents of that envelope would set Ben Urich on a course that would change his life forever.

Over by the TV monitors, Robbie got off the phone and spoke to Jonah.

"Ned's in position. Anything happens, he'll know it first. Got him on two-way connect," Robbie said, holding up his phone. "Happy?"

"Yes," Jonah said. "Now look Robbie, don't bite my head off…but who did you send for pictures? We need to have a good photo for the front page. Something strong."

"I sent everyone—Young, Caruthers, Gibson. Pulled Jensen and Willie from the Mets game. I even tried to call in Eddie, but no one's heard from him for weeks now. Brock's disappeared from the face of the earth it seems."

"That's all well and good, but what about..?"

"Parker?" Robertson said with a smile. "He was the first call I made."

"Thank God," Jonah said. "We need an ace…and he's the best there is." Jonah looked at Robertson seriously. "Tell him I said that, and I really _will_ fire you."

Jonah and Robbie turned to look at the coverage, spectators for the moment. "It's a hell of a night Robbie," Jonah said, softly. "A God-awful hell of a night."

On a roof top across from the Hart building, a slender figure hung suspended from the bottom of a water tank. Every so often a spot light from a passing police helicopter would sweep the roof. When it did, the figure would pull his head in, safely out of sight. There were a number of superheroes in this city whose help and assistance the police gladly welcomed. And there were other superheroes whose help, grudgingly, the authorities would accept. Spider-man did not fit into either category and so, as usual, he stayed out of sight. Had he arrived earlier, in time to help, he would not have hesitated to leap into the fray and come to Cap's aid, but unfortunately he had been too late. The helicopter passed and Spider-man poked his head out from under the tank again, snapping more photos, some of Falcon, some of the cops, some of the crowd packing the streets, tense and anxious. He had gotten several shots of Cap being loaded into the ambulance—feeling awful for taking them, ghoulish really, but what else could he do? Cap looked so deathly still through the telephoto lens. It frightened him. If something like this could happen to Captain America…

Just then a slight buzzing crawled along the inside of Spider-mans skull; it was what he called his spider sense, a paranormal early-warning system he had developed years ago (along with all his other amazing powers, thanks to the accidental bite of a genetically enhanced spider). The tingling was at its lowest level, meaning that the warning was not one of imminent danger. Spider-man turned his head to check.

"Jesus!" Spider-man shouted. He dropped from the bottom of the tank, nimbly flipping in mid air. He landed lightly, crouching like his namesake.

"Sorry about that," said Daredevil, stepping out of the shadows.

"Tell that to my underwear," Spider-man said, standing. "How many times do I have to ask you not to do that DD? You're the only guy I know who can sneak up on me. Don't suppose you want to tell me how you do it?"

"Sorry. Trade secret," the scarlet clad vigilante answered. "So, what's with the camera?"

"The what?"  
"Camera," Daredevil repeated. "In your hand."

"Oh, you mean this camera?" Spider-man said, holding it up. "Yeah…it's for…taking pictures."

"I gathered that."

"I take them for my, um…crime files. What, you don't keep crime files?"

"No," Daredevil said. He walked over to the ledge, looking out on the confusion below. "Not sure I'd want to keep files on this night, in any event."

"Yeah," Spider-man said, stepping forward, quietly slipping the slim camera into a pouch on his belt. "You think it was as bad as it looked? Couldn't be, could it? I mean he's Captain America."

"It was bad. His heart had stopped. The paramedics couldn't find a pulse."

"You could hear them from up here?"

"I could hear it."

"I can't believe it," Spider-man said, running a gloved hand across his face mask. He stood there, stunned. "You're saying he's really dead?"

"Let's hope not. Let's hope the doctors can help him."

"What do you think we should do? Should we go to the hospital, maybe try to help? The Avengers are sure to be there. Maybe we can be of some help."

"Maybe," Daredevil said, looking towards the island of Manhattan. "But the Avengers, they operate in a whole different weight class. You and I work better at street level. Tell me Spidey, have you ever heard of the Sons of Wotan?"

"They that Norwegian black metal band? Opened for Slayer last year?"

Daredevil's expression was stone.

"Sorry," Spider-man said, sheepishly. "I use humor as a defense mechanism."

"Hadn't noticed. No, the Sons of Wotan are a skinhead gang, neo-Nazis who operate out of Hell's Kitchen. They've been getting bold lately. Last year, one of their former members made it to the big time and they think that makes them big time, too. He made it to Hydra."

"Hydra?" Spider-man said. His voice went low with anger. "They're the creeps Cap was fighting, right?"

"Right," Daredevil answered. He pulled a red baton from the holster at his hip, twirling it lightly in his hand. The criminals of New York had grown to fear that weapon over the years; the billyclub of Daredevil, which he wielded with deadly skill and nearly supernatural accuracy. "I imagine the Sons are feeling mighty proud right about now, maybe even throwing themselves a little party. What do you say we go crash it?"

Spider-man leapt to the far ledge, clearing twenty feet with the jump. Though barely five foot nine inches tall, and less than a hundred and sixty pounds, there was enough power in his lithe frame to light up a small building. Spider-man had the strength of twenty, maybe thirty men, Daredevil knew, and it made him smile. He joined the young hero, readying his grappling hook.

"Ready, Web-head?"

"Ready, Horn-head," Spider-man answered. "Hey. It's Horn-head and Web-head vs. the Skinheads; my favorite horror movie."

Spider-man shot a web line to the building across the way. "Come on DD…let's go get 'em!"

And off they went, flying across the New York City skyline.

At Mercy General Hospital, in the corridor outside of operating room five, the Falcon stood a lonely vigil. The third nurse in as many minutes came and asked him if he wanted a coffee, which he refused. Each time, he thought of asking for a phone, but did not. Akiela had to have seen this all play out over the television. She must be worried sick. But the call would have to wait. He could not leave, not until he got word. How long had Steve lain on that street, no heartbeat, no pulse? How much time had elapsed before they got him to the hospital? Eight minutes? Longer? Could any man—even Captain America—survive so long, with no heartbeat, no blood-flow to the brain?

Falcon slumped into a chair, just outside the waiting room, careful to keep the doors to the surgery in view. A sinking realization came to him; he had failed the best man he had ever known—the best _friend_ he had ever known. Sam had gone into battle unready, off his game, but it was Steve who paid the price. Two years away from the action had made him soft around the edges. Not physically, but mentally. The mind was where the edge resided. Without his edge, a man was nothing but a liability in combat. Sam remembered Steve's words from earlier this evening:

'_I thought that you retired Sam. Maybe it's not such a good idea_.'

That was the understatement of the year. Sam stood again, balling his fists so tight his knuckles cracked. That piece of filth Crossbones made him look like an amateur tonight, worse, a has-been. Crossbones beat him with ease. That's how he was able to get the drop on Cap. Falcon looked at his reflection in the window of the nurse's station, which was now empty. He spoke aloud an oath, an oath to himself, to heaven and to hell.

"'Bones, I know you're out there, feeling pleased at what you've done. Well enjoy it while you can…because payback is coming. I'm gonna be ready come round two, and I'm gonna carve his name into your stinking, racist hide. You hear me 'Bones? Falcon is coming for you."

"Sam?"

San turned. Standing at the doorway was Janet Van Dyne, suited up in her wasp outfit. Behind her—at the far end of the hall—was a sea of clamoring reporters, being held back by a line of police officers. Jan closed the door.

"There's no word yet," Sam said, softly. "He…he wasn't breathing. I tried CPR, but I couldn't get a pulse. It was my fault, Jan. I'm to blame."

"Don't say that. There's something you don't know, something about Cap."

"No, I know about his problem. He told me today, before we headed to Queens. I just didn't cut it out there tonight, dropped my end. If I'd been sharp, in shape, maybe none of this would have happened. I'm to blame."

"Sam, there's no one in the world whose opinion I trust more than Captain America. He's the best judge of talent and character I've ever known. And he trusts **you**. Completely. That's good enough for me."

Sam smiled at the kind words. True words, his mind told him. His heart still told a different story, but he accepted the comfort Jan offered. She was a good person. Some of the Avengers, not all, but some, were a bit on the aloof side; distant, unapproachable—gods and titans, many of them. But Jan was very human. The Park Avenue daughter of privilege, she could not have had a more different background from Sam Wilson, son of a poor but proud minister from Harlem. But Sam always remembered what Steve once told him, in the early days of their partnership. '_She's a good one to have on your side, Sam_. _Cool when the heat is on, very dependable. I trust her_.' That was good enough for Sam.

Falcon was about to speak when a shout came from surgery. A nurse came through the door, ripping off her mask. "He has a pulse," she shouted. "He's breathing now, on his own." Just as quickly, the nurse disappeared back through the double swinging doors. Jan jumped into Sam's arms, hugging him, shouting with joy.

"Thank God," Sam said. The other door opened again, two more Avengers having arrived; Jan's husband Hank, wearing civilian clothing, and next to him the man called Hawkeye, in full uniform, his massive long bow slung across his chest. Hank went straight to the surgical prep room, wanting to get to Caps side as soon as possible. Hawkeye joined Falcon and Wasp, who quickly gave him the good news. As with so many other heroes—both within the Avengers and out—Captain America had been a mentor to Hawkeye early in his career. Sometimes a taskmaster, but always a friend. Hawkeye turned to Sam, his face dark with concern and anger.

"Who was it Sammy? Who did this to Cap?"

"It was Hydra, and their top hatchet man, Crossbones."

"Crossbones," Hawkeye said. "Never went up against him before, but I've heard Cap talk about him…the Red Skull's butcher-boy. So the Skull is back?"

"Hawk," Jan said, "you've read the same intel I have. The Skull was reported dead two years ago."

"You really believe that?" Hawkeye questioned. She shook her head. "What about you Falc?"

"No. No way. Cap and I have fought that twisted freak five times over the years. I saw him 'die' on three separate occasions, only to come back every single time. Hydra sticking their head out of the sewer, Crossbones showing his face? I'd bet even money on it. The Skull is about to make another play."

"Yeah? Well I got something for him," Hawkeye said, ripping a gleaming titanium arrow from the sheath on his back. "Gonna give Herr Skull a third eye. What are you waiting for Janine—you're chairman for this quarter. Call in the team, let's roll."

"Look," Jan said, trying to cool the archer's legendary hot temper. "Let's take this one step at a time. First, I need to go check on Cap. Then I have to address the media. After that, we'll sit down and think this thing through, not go running around half cocked, looking for a man who may-or-not even be alive. We're not out of the woods yet. There's still the matter of Cap's illness to deal with."

"Yeah, I read your text about that yesterday. But it can't be a coincidence, can it? Cap getting sick, just as the Skull shows up?"

"…Hmm," Jan said, thoughtfully. "You might be on to something there."

"No," said a voice from behind. The three heroes turned, seeing a woman step from the shadows of the far doorway, "Close," she added, "but no cigar."

"Who are you?" Jan snapped, quickly pointing her fist at the woman, activating the weapon built into her wrist band—her wasp's sting. "How did you get past the police barricade?"

"Wasp, it's ok," Falcon said, lowering her arm. "She's a friend." He turned to the blond woman, who stepped into the light. "He's all right Sharon."

"I know, I heard. How are you Sam?" she asked, reaching up to kiss his cheek.

"Been better babe, been better." Falcon turned to the two Avengers, seeing the question on their faces. "This is Sharon. She and Cap are…old friends."

"Wait," Jan said. "Sharon Carter? From SHIELD?"

"After tonight? Probably not. You were right, Hawkeye," she said, turning to the archer. "Captain America's illness is no accident. But it's not the Red Skull who's to blame. It's the government. They did this to him."

Hawkeye snorted angrily. "Lady, are you trying to tell me the government—the _United States government_—wants to kill Captain America?"

"Not kill him. Put him on a leash. What they want is to learn how to make more Captain Americas, but to do it they need to get him into their labs. This is how they plan to get him there, make him sick, in a way only they can cure."

"Look sweetheart, I'm not naive, but I'm not a nut, either. Some massive conspiracy by the government, aimed at the biggest hero the country's ever had? Sound X-Files if you ask me."

"If you've seen the things I have, Avenger…_done_ the things I have…you'd find the X-Files tame. The real conspiracies are never massive. The whole government isn't behind this, just a piece of it, one little cell. A very well funded, powerfully connected cell. I have the details right here." Sharon pulled a file from beneath her jacket. She took a device from her pocket and tossed it to Jan. It looked like an IPod, attached to a zip drive. "I think your husband might like to see this, Ms. Van Dyne."

"What is it?"

"The complete files to Project Super Solider. The original data, all of it."

"I have to get this to Hank, right away," Jan said, excited. She headed to the doors, but stopped and turned. "Thank you, Sharon. Steve is lucky to have a friend like you."

"He can't know I did this, Jan. Please. I wasn't here."

Jan paused, a curious look on her face. She nodded and went into the prep room. Sharon turned to the others.

"Is there some place we can talk? I can't be seen leaving, too many cameras out there," she said, pointing to the where the reporters were waiting.

"Got it covered," said Hawkeye, punching in commands on his Avengers com-link. "I came on my sky-cycle. It'll be waiting for us up on the roof. Can you make it on your own power, Falc?"

"Yeah," Sam said, patting his patched up wing unit. "Did a little repair job earlier. It'll hold to get me uptown. The mansion?"

"Yep. All the privacy we need. Unless blondie here thinks they got us bugged."

"Do you really think they haven't tried?"

"Ha! I'm beginning to see why Cap likes you, lady. Sure they've tried. But honey, nobody beats Tony Starks technology. Nobody. Hell, he _makes_ their spy gear…but he saves all the best stuff for us. Let's go."

"You two go on ahead, I'll catch up," Sam said. They left, and quickly, Sam made his call home. As he hung up the phone, he paused, looking at the surgery doors. He badly wanted to go in, see Steve, talk to him. But this wasn't the time. Sam headed out the way Hawkeye and Sharon had, towards the stairs and up to the roof. As he passed the double doors, he stopped, putting his hand up to the dark glass panel.

"You hang in there brother, hear me? The cavalry is coming."

Inside surgery room five, the doctors and nurses were in a state of panic, attempting to keep Captain America on the table. He brushed their hands away, gently, but definitively.

"Doc, I've already agreed to stay until the morning. But no way am I just going to lie here on this table. I feel fine now."

"Captain, I understand you feel well right now—but not even ten minutes ago you were laying here with no pulse, all but dead. Now please, lie back down."

"Not to worry, doc. I've been dead once before. Got over it then, should be fine this time as well," Cap said. He reached up to his face, smiling. "You left my mask on. Not really necessary, but very thoughtful of you."

Steve reached up, removing the mask. He ran a hand through his short blonde hair and stood, removing the monitor leads from his body. Exasperated, his doctor turned to Hank Pym.

"Doctor Pym, he's your friend. Isn't there anything you can say to get him to cooperate? We're trying to save his life here."

"Dr Jennings, I learned a long time ago that when Captain America makes up his mind to do something, the best course of action is to accept that it's going to happen. That's what I do."

Jennings looked over at Cap, who had walked over to inspect his shield and tunic, which were sitting in the corner of the room, then looked back to Pym, irritated. "A real doctor would control his patient," he said.

"Yeah," Pym replied, "a real big doctor. Look, I've been monitoring his condition for several months now. There's been a consistent pattern. After an episode like this one tonight, Cap experiences a period of stability. There is no reason to believe this will be any different. I'll take full responsibility."

Before Jenkins could reply, Jan came into the room, hurrying to Hank. She whispered in his ear, handing him the device Sharon had just given her. Hank looked at it in wonder.

"Jan, I could kiss you. What am I saying? I will kiss you!" Hank said, laying a quick but joyous smack on her lips.

"Remember," Jan whispered, "she didn't want him to know of her involvement. Be discreet."

Hank hurried to Steve's side. "Cap, I have to get back to my lab. I've just gotten…some new data, something important. It could be the break we were looking for. I'll be back as soon as I can." Hank said. "Try and be a good patient, will you? Remember; you agreed to stay for observation."

"I agreed to stay till six am," Cap said, looking over to Jennings. "At six-o-one, I'm gone. I've got to get on the trail of that Hydra team, before it gets cold. Now if I can just get a private room, I promise to lie down and get some rest. But no more tests, and no more examinations. Agreed?"

"Agreed," Jennings muttered, storming off to make the orders. Hank hurried out and Jan turned to follow.

"What," Steve said. "No hug?" Jan came over, squeezing him tightly. Steve tilted her head up. "That device you handed Hank looked an awful lot like a SHIELD issue PDD. Mind telling me where you got it?"

Jan leaned back. "Don't miss much, do you? Look, Steve…an awful lot of people, who care an awful lot about you, are working awfully hard to save you. You do realize that, don't you?"

Steve nodded.

"Then please, don't make it any harder on us that it already is. _Please_."

"Ok, question rescinded."

"I have to go address the media," Jan said, "tell them you're all right. Half the city is out in that lobby."

"Pick you words carefully," Steve said. "Don't over-sell. Tomorrow morning, I want to hold a press conference at the mansion. I'm going to announce my illness, come clean. Make it for eleven o'clock, ok?"

Jan nodded, gravely. "If you're sure," she asked.

"I am. Thanks for everything Jan."

She turned and headed for the door, stopping as Steve called out her name.

"One last thing," he said. "I could use some reading material."

"Well, the gift shop is sure to be closed. Maybe I can find a newspaper stand?"

"No," Steve answered, smiling. "I'm looking for a very particular book. It's obscure, probably hard to find, but I need to have it, just as soon as you can find a copy. I can't explain just now, but it's very important."

"Of course Steve. What is the book?"

"Temple of the Moon…by Sir Richard Falsworth."


	13. Chapter 13 The Watches Of The Night

_**The Watches of the Night**_

October 13th, one o'clock am

New York City,

Mercy General Hospital

Steve awoke to the sound of the nurse quietly opening the door. He'd been sleeping for almost two hours. He needed it. His mind felt sharp now, alert. He sat up, his huge frame comically spilling out of the small hospital bed.

"Hello Captain," the nurse said, making a move to take his temperature. Steve frowned and she stopped. "Sorry," she said. "Force of habit. How was your meal?"

"Very nice. I'd like another, if you have any."

"Another?" she asked in amazement. She looked at the three trays piled on his bed table, and then checked the orders which Doctor Pym had written on the chart. "Goodness, you can really put it away, can't you? I'll have another tray sent right up. Is there anything else you need?"

"Just a little privacy nurse Radford. Thank you."

She left and soon the tray was delivered, which Steve quickly polished off. He was feeling good now, his energy up. He checked the time and did a fast calculation: it would be early in England, but not too early. He had to make this call—he'd put it off too long as it was. He picked up his bedside phone and dialed a number which connected him to the Avengers automated communication system. Quickly, a secure line was established. The line began to ring and after several seconds a familiar voice answered.

"Falsworth Manor, mister Trilby speaking. How may I help you?"

"Trilby, this is Steve Rogers… I'm the gentleman who was visiting the other—"

"Yes, mister Rogers. I recognize your voice, sir."

"Is the lady of the manor there? I need to speak with her."

"Lady Falsworth is still sleeping. She had a very late night."

"Well, is it possible you could wake her? I need to talk to her—it's very urgent."

There was a long pause and Steve wondered if the connection was lost. It wasn't.

"Mister Rogers," Trilby finally said, "may I speak plainly with you?"

"… Of course."

"Your behavior last Friday, leaving the way you did, it was shabby treatment sir. You distressed lady Falsworth by your thoughtless actions. You should know this."

That stung. Steve knew it was true. Trilby went on.

"I am about to break a confidence. I have never done such a thing in my thirty years of service here. But now I must. The Lady is not well. It is her heart."

Steve was stunned. "I didn't know," he finally answered.

"No, I rather suspect that you didn't. In the many visits which you have made here over the years, I have observed you well, Mister Rogers. You love Lady Falsworth, that much is plain. And the Lady loves you. I do not understand the bond which you two share. It is not my place to pry. But, I, too, care for her. You do not see her as she truly is. You see her as you wish her to _be_, I think. She is ninety years old, sir, and for the past year her heart has been failing her."

"Why hasn't she told me?"

"Why indeed. I have observed that the two of you keep many secrets. From each other, from the world. She is a very great person, one who served her nation with honor during the War, heroically—alongside her beloved comrades. Perhaps only you might know the reasons for her secrecy. I am merely the butler here at Falsworth."

Steve paused only a second before speaking. "Trilby, there is news coming out of America, news which might…which _will_ be upsetting to her. Please tell her not to worry, tell her that Captain America is alive and well. Do you understand?"

"I do, sir. I shall tell Lady Falsworth that you are alive and well. Might I suggest that you call later in the day? I am certain she will wish to speak with you."

"I will. And thank you Gavin, for everything."

"Thank you, Steven. Good day."

Steve hung up, numb. His world had been in freefall for months now, ever since Hank first discovered the illness. Every time he thought that he'd regained his footing, something would come along and kick it back out from under him again. But this…this was too much. God help him for his selfishness, but he couldn't bare it if Jackie were to die. He could stand losing everything else, including his life. But he couldn't stand losing her.

Steve stood and walked to the bathroom, splashing cold water on his face. He hated what he saw as he looked in the mirror; a coward, selfish and thoughtless. Trilby was right—he only saw what he wanted to see. Well, that ended, here and now. Time was growing short, but however much was left to him, whatever God saw fit to give him, there were things he needed to make right.

God. The thought was strange. Steve hadn't been much of a believer, not for many years now. He'd seen so much ugliness and horror in the world that it was hard to picture God in it at all anymore. Yes, there was beauty and goodness too, but so much sorrow. How could a loving God allow such sorrow? Suddenly, a thought came to Steve's mind:

'_God is both those things, existing at the same time. And God is what life is_.'

Where had he heard that before?

He stood staring into the mirror, trying to remember something at the edge of his thoughts. He had been dreaming earlier, hadn't he? The images were fuzzy. Buck was there, he remembered that. It had seemed so real. Buck was trying to tell him something important, but he could remember so little. He _did_ remember the book. Bucky told him to find Sir Richard's book, that there was help to be found there, help against…

The Skull.

Steve's features hardened at the thought of his old adversary. After their last encounter, Steve had tallied up the battles: during the war, he and the Skull had fought on six separate occasions, including the final battle in October of forty four, after Schmidt had become the thing he now was; the Red Skull—in fact as well as in name. After reviving from his long sleep, Steve could add another nine battles to the ledger. Fifteen separate campaigns spread out over nearly twenty years time. And no victory. Set-backs were all he had been able to deliver to the Skull. It was the one glaring failure in the career of Captain America. The disturbing possibility of leaving this world with the Skull still in it suddenly dawned on Steve. He had not thought of it until this very minute.

The Skull's existence was a shadow against all mankind. More than a threat, he was a promise. A promise of blackness and suffering unknown even in history's bloodiest past. All this would sound like melodrama if spoken about any other, but for the Skull? It was mere honest observation. He was the most singularly evil being Steve had ever encountered, and God knows Captain America had encountered his share of evil and depraved villains. But no threat he had ever faced compared to that of the Skull. He did not merely lust for power, as so many others did, nor was he driven by simple dreams of conquest, glory or revenge. No, the Skull burned with a cold flame that hungered to destroy this world—destroy and remake it, in his own twisted image. He was an eclipse, a promise of permanent midnight for humanity, who would be allowed to exist only so far as they serve his needs. For the Skull to live was for civilization to die, perishing into eternal slavery under his iron rule. Simply put, the Skull was evil. Steve had dedicated his life to stopping such evil. It was the duty to which he had sacrificed everything. But the time to fulfill that duty was almost at an end. An image came to Steve's mind—two images, one on either hand: the woman he had always loved, but could never have…and the enemy he had always fought, but could never defeat.

Both of those things, existing at the same time.

Walking back towards the bed, Steve froze. He looked about the small hospital room, his eyes searching the darkness, his ears scanning the quiet for…something. What, he did not know, but a lifetime of soldiering warned him that he was being watched. It was as though he could feel himself square in the sights of some hidden assassin, waiting just beyond the field of vision. Steve turned and looked out the window, into the pitch of a moonless night, but as quickly as it came, the feeling of being watched evaporated. He was alone again. Probably always was, the pragmatist in him said, just the tension of the day working on his mind. But the solider in him said: '_No. It's more than that. Stay sharp. Stay clear._'

He stretched himself back down on the bed. He was sharp, sharp as glass, clear as crystal. A feeling of certainty settled over his thoughts. A reckoning was coming; he could see that now, with perfect clarity. Tonight, for the second time in his life, Steve had passed through the very threshold of death and been delivered back into the world of the living. It had to be for a reason. And now he could see it. Soon enough, that final, irrevocable death would take him, but not before he would face the Skull one last time. He would, at the very least, live to see this final reckoning, so long in coming. This thought brought him a measure of peace.

Sleep came over him now, deep and dreamless, and he did not stir until Jan woke him, at five thirty in the morning. In her hand was a copy of Sir Richard's book. Steve awoke to a new day, certain of his purpose. He had one final duty to discharge, one last battle in his long life of combat. Once again, Captain America would meet the Red Skull on the field of battle. He would defeat him and end his evil for all time. Or die trying.


	14. Chapter 14 Rubicon

_**Rubicon**_

October 13th

Hydra Base Alpha-1

Brock Rumlow smiled under his mask, the mask of Crossbones. The men on the transport looked at him with something approaching awe. Damm right they did, Rumlow thought. He'd just bagged the biggest game there was: Captain America. Kill a legend and you become a legend. It was a pleasing thought, and Rumlow's smile broadened. But as the stealth chopper approached the island, his smile disappeared.

"What did that asshole just say?" he shouted to the co pilot. "Turn that radio up!"

He did, and Rumlow, along with his strike team, listened as the American reporter gave the news.

_"…I repeat; Captain America is alive! The earlier reports of his death were incorrect. Just moments ago, the Wasp, chairman of the Avengers, confirmed the—"_

Crossbones bolted out of his seat, screaming with guttural rage. He ripped the speaker from the wall, crushing it. The news could still be heard, coming from the cabin.

"Turn it off Goddamn it! Off!"

From behind him, Rumlow heard a muttered laugh. He turned. It was the platoon leader, Rich Diggs. Big man, tough, strong. One of the few people in Hydra who didn't quake in fear around Crossbones.

"You say something Diggs?"

"Nope. Just laughing. Not against regulations to laugh, is it?"

"You see something funny around here?"

"You. You're funny." Diggs stood. "Crossbones—the bad ass who thought he'd killed Captain America."

It was the Hydra way. At the first sign of weakness, when blood was in the water, that was the time to strike. Almost all promotions in Hydra came at the expense of another, fallen, comrade. Survival of the fittest at its most pure.

"So it's going to be now, is it?" Crossbones smile returned, coloring his tone. He undid his belt and shoulder harness, dropping his weapons. He turned to the trooper on his left. "Diggs's been gunning for my job for months now. He thinks he can take me. What do you think Jinks?"

"I think fighting you is suicide, s'what I think."

"Ha! You ought to listen to Jenkins here, Diggs. Or you _should_ have. It's too late now," Crossbones said, waving his opponent forward. "Come and get me Diggs."

Diggs charged, like a bull. The other men tried their best to clear the area, but the hold was too small, and the two combatants crashed into them. There was no room for fancy strikes or moves. They wrestled, pitting muscle against muscle. As the helicopter landed, the short but violent battle ended. The door opened, and Brock Rumlow, the dreaded Crossbones, stepped out. He was holding the lifeless body of Rich Diggs by the collar of his broken neck. He tossed the body to the ground, at the feet of the flight deck commander.

"Clean that shit off the deck," he said, striding past, heading to his private quarters. Captain America had survived, and the humiliation burned Rumlow but good. But he was still Crossbones. Nobody would be challenging him again, not for a good long while.

He had not been in his quarter's long—barely long enough to shower and change into a fresh uniform—when the call came. He'd been expecting this.

"You've been summoned by the Supreme Commander," said the voice from the wall speaker. "Report to his office immediately."

Within minutes, he was standing outside the office. He wasn't looking forward to this, but he might as well get it over with. Security admitted him. Standing there in front of his desk was the Skull. Behind him, lounging on an elegant leather couch was Viper. Rumlow smiled lustfully. Sometimes it was handy, wearing a full face mask. He walked over, ready to take his lumps.

"Boss," he said, deferentially. "You wanted to see me?"

The Skull said nothing for a long pass of time. Finally, he spoke.

"You disobeyed my direct order. Explain yourself."

"Boss, what was I supposed to do? Cap and his boy Falcon, they crashed the scene. It was him or me. I _had_ to fight him!"

"Your mission was to silence that Gallic imbecile Batroc, insure that he divulge nothing to the authorities. You were not to freelance. I made my orders clear to all my field agents: Captain America is not to be harmed…yet you tried to kill him!"

"Look, we fought, he tripped. What was I supposed to do?"

"He tripped?"

The Skull snatched Rumlow by the neck, lifting him from the ground. Rumlow reached up with his powerful hands, trying to claw lose, but the Skull's grip was iron. With his free hand, the Skull picked up the remote from his desk, activating the video screen behind him, never taking his eyes off Crossbones.

"Does that look like he tripped?" the Skull demanded. The video played, news footage from the operation in Queens. It was a shot of Crossbones heaving the body of Captain America off the roof, filmed from a distance, but clear enough. "I asked you a question," the Skull shouted. "Does that look like he tripped?"

The Skull's grip loosened just enough for Rumlow to squeeze in a few ragged breaths. "Fk…ou," he wheezed. He pulled the modified 44 Magnum from his holster, and jammed it into the socket of the Red Skull's right eye. "…agnesum…tped," he managed. "…blw hed…rite offf."

"Oh? Pull the trigger and see," the Skull said, gleefully. For several seconds the standoff held. Finally, as he fought unconsciousness, Rumlow let his pistol drop, raising his hands in surrender. The Skull released his grip, letting him fall.

"My dear," the Skull said to Viper, "Fetch him something to drink."

Viper handed Crossbones a glass of water. He slapped it out of her hand, causing her to laugh. Rumlow rubbed his throat and stood. His voice was hoarse.

"You're pushing me too far. I'm loyal to you. I fight for you. I kill for you! You got no right to treat me that way."

"My strength gives me the right. Never forget that. I left you your dignity, Crossbones. I did not chasten you in front of the men. You are my most talented operative. Because of that, I give you more latitude than I do any other, more liberties, even the liberty to threaten violence to me. But the Captain is off limits to all. He is mine, you knew that."

"I'm sorry, all right? The opportunity was there and I just…"

"I understand," the Skull said, tenderly. "You are a killer. You were only following your nature. But he is to be untouched, remember that. It would trouble me greatly should I be forced to kill you."

"Yeah, I can see you're all choked up."

The Skull laughed. Rumlow picked up his gun and headed to the door.

"Ah, if only your intellect was a great as your capacity for violence. I should almost love you, I think; like the son I never had. You are still loyal to me?" the Skull asked, pointedly. Rumlow stopped and turned. "

"Yes. I told you. Win, lose or draw…I'm with you. To the end."

"Good. We are accelerating our timetable. Your team must be ready to move at a moment's notice. When I assume the mantle of power, you will have earned yourself a great share of the spoils of war. A seat at my side."

Crossbones straightened up, his chest puffed with angry pride. He hammered his right fist to his heart. "Hail Hydra!" he shouted. "Hail the Red Skull!" He turned and left.

Viper came to the Skull, bringing him wine. "He is an amusing brute," she purred.

The Skull took the wine as Viper stood behind him, snaking her arms around his body. "But he bears watching. He is dangerous."

"I dare say. I find it useful, surrounding myself with deadly things. But perhaps he was right. Perhaps I _was_ too hard on him. What do you think, my dear?"

"I think you handled him as you needed to," Viper said, disinterestedly.

"Still, his pride was wounded. Perhaps it would be good if he were to find… comfort. No?"

Viper did not answer, appearing bored.

"I go to my chamber," the Skull said suddenly. "I need rest. Tell my secretary I am to be undisturbed for the next six hours." Viper nodded. "You will join me latter, for dinner? We shall watch my brothers press conference."

Again, she nodded, and the Skull left the room. Viper allowed the veil to drop from her scorn. The Skull played at omnipotence. He liked for everyone to think that he knew all, that he saw all. He was powerful, there was no denying—and there were many things he knew which she could not divine. But he did not know everything. It was always a game with him, a deadly game, but one that she could play. Play and win. She headed off to Rumlow's quarters, as she had intended all along. Let the Skull think he had ordered it. She was no mans puppet. Viper had her own agenda to see to.

Arlington, Virginia

From the comfort of his luxurious apartment, Oliver Holder watched the news coverage. His relief was palpable. The Boy Scout was alive—thank God. His death would have been a disaster. Well, perhaps not a total disaster, but a devastating set back, none the less. But as it turned out, things had gone perfectly tonight. Rogers was up against it now. He wouldn't be able to hold out much longer, the sanctimonious poseur. The way everybody fawned over him, the mindless hero-worship they paid, even people in positions of responsibility, people who should know better. Rogers was holding the nation hostage with his stubborn refusal to cooperate. Why couldn't people see that? Well, it didn't matter now, the thing was done. Oliver was finally going to win this fight, and history would vindicate him.

He clicked the television off, and poured himself another brandy. Tomorrow, he would reach out to Rogers and lay out the plain, hard facts. The serum would once again be in the hands of people who could direct its awesome power. Tomorrow, Oliver would have everything he had worked for these past fifteen years. Tomorrow would be a great day. As Holder pondered this, Timothy called out from the bedroom:

"Have you finally seen enough? Come back to bed."

Oliver smiled and finished his drink. That was when he saw Fury, standing in the corner of the room. He did a comic spit-take, choking.

"Fury?" he said, wiping his mouth. "What in God's name are you doing in my apartment? Have you lost your mind?"

"Nice place you have here, Ollie," Fury said. He walked over, sitting in the reclining chair across from the couch. "Take a seat. We need to talk."

"We need to do nothing of the kind. I'm calling my security detail," Holder said, reaching for the phone. "I suggest that you be gone before they get here."

"Drop it, Holder, or I'll fry you." Fury held up his gun. "Medium stun—hurts like hell. And that field dampening generator in the other room? I deactivated it. Gun will work just fine."

Holder slowly pulled his hand away from the phone. "You really have lost your mind. Breaking in here, threatening me…you're finished, Fury. You're not just going to lose SHIELD over this—you're going to do time. You're finished, you hear me? Finished!"

"Yeah, I'm finished, got you. I'm crazy and I'm finished. But I'm still the one holding the gun. Sit, Ollie. Or do I scramble your nervous system for you?"

Holder sat.

"Gripping news on the television tonight, wasn't it? Whole country on edge. Wonder what they'd think if they knew who was to blame for Cap's illness?"

"Is that why you're here?" Holder said snidely, almost laughingly. "You're wasting your time. I've been trying to help Rogers. For weeks now, months. CIA, NSA, Army, Homeland Security…they've all offered help to the Captain. Once his illness became know."

"The illness you caused, you mean?"

"Try and make that case, please. I'll show SHIELD's fingerprints all over it. Your fingerprints. Top Shelf started with your people, under your watch."

"I have my predecessor to thank for that. I shut it down. It was you who opened it up again."

"I promise you, it won't look that way. You're tied to it Fury, all the way. I go down? You go down. But I wouldn't worry too much about that happening. It's a fait-a-complie. Rogers will have no choice now but to turn to us for help."

"You really think he's going to trust the man who's trying to kill him?"

"Kill him? Do you think I'm a fool? I have no intention of letting him die. Oh no Fury. I'm going to be the man who _saved_ Captain America…and did his country a great service in the process. I'm going to get back the treasure which is rightfully ours; the secret to the serum. When all is said and done? No one's going to care how it happened. Hell, I'm going to get a medal for it."

"I think I've been giving you too much credit over the years, Ollie. I thought you were smarter than this. You're whole plan's about to blow up in your face, and you're over there taking victory laps."

"Because I've already won," Holder said, taking another drink. "Care for a brandy? It's French, very good."

Fury shook his head.

"Ah, that's right. You're a whiskey man. Looks like you've had a few tonight already. You really should watch your drinking, Fury. People are beginning to talk."

Just then, Holders deputy aid at National Security walked into the room, wearing only silken pajama bottoms.

"Oliver, who are you talking…oh."

Fury smiled at Holder. "Yes, people do talk in this town, don't they?"

Holders face iced over. "Timothy, go back to the room."

"But I—"

"Now!"

He left. Holder glared at Fury. "That isn't what it looked like. Not what you think it is."

"What do I think it is?"

"I'm warning you Fury. If you try to use this…this misunderstanding against me, I'll hit back, twice as hard. I have files. Thick ones. Full of enough dirt to sink you."

"I'm sure you do. Look Holder, I could care less about your personal life. Two of my top division commanders are openly gay."

"I am not gay! Slander me again and I promise you—"

"Right, you're not gay. That's why you and your ultra-conservative friends on the hill bash homosexuals at every turn, to show the world how straight you are. No, you're not gay Holder. You're just a stinking two-faced hypocrite. Think they'll give you a medal for that?"

"Get out. Now."

"In a minute," Fury replied. He pulled a small device from his pocket, throwing it to Holder, who nearly spilled his drink.

"What is this?" Holder asked, holding up the device.

"Something my tech department recently came up with. Blood analyzer. There's a tiny pin underneath that lever. Prick your finger on it. Then press the finger against that pad."

"The hell I will."

Holder dropped the device to his side. Fury bolted out of his chair. He jammed his knee into Holders chest and pressed the gun to his forehead. He was not gentle.

"I'm though playing games! Maximum stun," Fury said, cranking the setting higher. "Couple seconds of this juice and you won't be able to walk for a month. Now do it."

His eyes wide, Holder did as instructed. "You really _have_ lost your mind," he said, pressing his bleeding finger to the pad. There was fear in his voice. "What now?"

"Now we wait. Takes about sixty seconds."

Fury tapped a small LED screen in the center of the device. "If this screen lights up green, everything is fine and I go on my way…if it lights up red? I kill you here and now. Afraid Timothy will have to go as well. You picked a bad night to invite your heterosexual friend over for a slumber party."

"You'll never get away with it."

Fury sighed, weary. "Holder, we've both been getting away with it for years. Starting to catch up with us now, that's all."

The seconds ticked by. Suddenly, the screen lit up green. Fury took the gun from Holders head and stepped back. Holder exhaled, deeply. Perspiration beaded on his forehead.

"Congratulations Holder. You're you."

"What is all this?"

Fury didn't answer right away. He tucked the gun loosely into the shoulder harness under his jacket and turned his back to Holder, walking towards the bar. Oliver made a calculation: he could not make it to his desk across the room, to the revolver in the top drawer, but maybe he could wrestle Fury's gun from him. Fury had about twenty pounds on him, but Oliver kept himself in top condition. He excelled in kenpo karate and jujitsu, and had been a champion wrestler in his prep school days. He thought he could take Fury…maybe. He finished his calculation and kept his seat. Fury began to speak.

"About two months ago, SHIELD uncovered a plot by Hydra. They're about to make another play for power. We don't know their whole plan, just this piece of it. But it's a doozey. Every heard the term Lysergic Monodexhydrosylic Dioxide?"

"…No."

"Me neither, till two months ago. It's a mouthful, isn't it? I prefer to go by its acronym, LMD. LMD is an enzyme, instrumental in producing amino acids. All human beings have it, in very specific quantities. Turns out that testing for LMD is the quickest, surest way to tell if someone is a real person…or a clone."

Holder froze. His mouth dropped open slightly. Fury went on.

"I wonder? Would you know anyone with an interest in that field? No, what am I saying. Human cloning is against the law, a federal crime. You'd never associate yourself with anyone who would do such a thing as that…would you Ollie?"

"Lerner is dead. He died in a car crash four years ago."

"Save it. Four years ago, you lost control of Lerner. He went off the rails, too crazy for even you to tolerate. So you sent in a team to erase him. They failed. Your little Doctor Frankenstein survived, Holder."

"Impossible. I sent my best men. I saw the documentation. Hell, I saw the body! Lerner is dead."

"No. His clone is dead. Lerner is still alive. You trained him. You financed him. You developed his resources. And when you took it all away, he found a new patron, someone without even your scruples. He found the Red Skull."

Holder was shaking now. "No, it's not true. I—"

"It's true Holder. For the past year, Hydra has been killing men and women of power around the globe, and replacing them with clones, compliments of the good doctor. Not the top people, but people at the fringes, people with influence, who can control or destabilize things in a crisis. People like you. But it turns out they haven't got you. Kind of surprised, really."

Fury eyed a row of bottles. He smiled, finding a particularly fine single malt whiskey and poured a glass.

"My people call these clones Life Model Decoys—LMD. Cute, huh? They're identical to the people they've replaced, fingerprints, retina scans, brainwave, everything. They even believe that they _**are**_ the people they've replaced…but they're not. The LMD's have been conditioned psychologically and genetically to respond to Hydra commands. When the time comes, they'll turn. The ultimate sleeper agents, belonging mind and body, to the Skull. We've eliminated two dozen LMD's in the past six weeks, in eight different countries. God only knows how many are still out there."

Fury downed his drink. When he looked again at Holder, it was with a searing gaze of contempt.

"You've given the most dangerous man in the world the greatest weapon he's ever had. And you taken the one man who's ever been able to defeat him…and put him at death's door. How's that medal looking now?"

"I…I can fix this," Holder said, staring vacantly into the dark. "I just need time."

"Your time is up. I'm offering you a deal, maybe it'll even keep you out of prison. By eight am tomorrow morning, your resignation as National Security Advisor will be on the desk of the President. By noon, every bit of data concerning what you've done to Captain America, as well as how to cure him, will be delivered to Doctor Henry Pym at Avengers Mansion. Either of these things fails to occur, I'll torch you. Federal Prosecutors, Congressional hearings, the works."

Holder laughed, a hard, feral sound. The sound of a man unraveling.

"You'd like that, wouldn't you Fury? You think I'm finished, beaten. Well I'm not! I can still fix this. You'll see—"

Fury set his glass down and walked over to Holder. He struck him, backhand, across his face, a slap that cut Holders words. Holder sat there, dumbly, a thin trickle of blood threading from the corner of his mouth.

"I can't even begin to tell you how badly I wanted that screen to light up red," Fury said. "Remember; the resignation, and the cure. I'll be watching."

Fury turned and walked out the front door.

For three long hours, Oliver Holder sat in the darkness of his plush Arlington apartment, trying to understand what had just happened to his world. As the first light of dawn tinted the sky, he went to his computer and began typing his letter of resignation to the President.

Hydra Base Alpha-1

The Skull entered his quarters, walking past his writing desk and his books, past his wardrobe and his bed. Coming to the wall, he reached out and pressed a stone. After precisely three seconds, he pressed two other stones, in rapid succession. The wall opened, splitting along an invisible seam in the masonry work. The Skull stepped inside, and quickly, the wall closed again. This was his most private sanctum. Not even Viper was aware of its existence. There were rooms identical to this one in all of the Skull's bases around the globe, all hidden, all known to only himself.

It was a circular room, twelve feet in diameter, with a domed roof, ten feet at its apex. The walls were stone, as was the floor. The Skull passed his hand over an iron brazier which held a large, rough hewn piece of quartz. It began to glow blue-white. In the center of the chamber was a low lying slab set upon blocks of gold. It gave the appearance of an altar, and the Skull laid himself down on it, crossing his arms on his chest. A minute went by, then two. After the third minute, a change came over him; his clothing gently collapsed around his bones. The hue went out him, the scarlet of his skeleton dimming to a faded red. It _**was**_ a skeleton now, no longer the all-but-indestructible frame that held his essence, merely a collection of bones held in place by scraps of leathery tendon…

The final remains of Johann Schmidt.

A simple blow from a hammer might shatter those bones. He did not know what would become of him should such a thing happen, but the Skull took care to insure that it never would.

He was free now, outside his body. With a thought, he sent forth his mind's eye, a skill he had mastered long ago—half science, half sorcery. The Skull had learned to mask his presence when traveling the astral plane. There were dangers to be avoided in this realm, great powers like the mutant Xavier, or the mystic Stephen Strange, each, respectively, masters of the mind and of magic. He took great pains to avoid conflict with them…for the time being. Soon, all rivals to his own power would fall, dead or enslaved to his service, but until then, caution was still needed.

It was an inexact thing, this second sight of his. Often, he caught only glimpses, sometimes nothing at all. Today, it went well. The Skull bent all his thought on one thing, one person, and soon he saw him. His brother; Captain America, lying in a hospital bed. The Skull was greatly relieved to find that he was indeed alive…though not well. He could sense it now, clearly. The specter of death hung over him. Soon it would be too late. Haste was needed. Even with the accelerated timetable, conquest might come too late, and that was unacceptable. The Skull began to formulate a plan. It was crude, inelegant—almost cartoonish, really—not worthy of him, not worthy of his brother. But options were limited.

And yet the longer he thought on it, the more he began to like this new plan. It afforded many possibilities, ones he had not seen at first glance. Suddenly, a new thought occurred. It was an inspiration, a glorious, ironic, gem of an idea. Perfection itself. The Skull was flooded with good cheer, knowing at last what must be done to insure his brother's presence at his side when the moment of victory arrived. Rogers would witness this victory…and taste the bitter ashes of his own utter defeat.

Just then, he saw his brother looking about, searching for something in the dim light of the hospital room. It was almost as if he could sense his presence. Impossible. Rogers possessed no paranormal abilities. Still, it was foolish to take needless chances. The Skull let his eye drift away.

He now cast his thought to his men, the forces of Hydra, stationed in hidden bases around the globe. The mood among his troops was good. They were anxious for the coming battle, confident, certain. He kept them strategically positioned, ready to move at his command.

Chess pieces, in the hands of a Grand Master.

His rooks numbered three hundred. They were his sleeper agents, his clones; critical components in his plans. Fury's organization had uncovered some of them—including a few key pieces—but not enough to derail his play. His castles were his strike teams, fifty thousand crack agents, highly trained and fanatically loyal. His bishop, Lerner, brilliant and mad, supplied the miracles he needed.

His queen…she was a problem. Covetous of his throne. But he needed her and the forces she could marshal. For the present. His pawns were many, and of two types. First, there was his infantry, Hydra regulars. Trained and loyal, they numbered more than eight hundred thousand in all. Useful, but expendable. At the bottom, were the sub-pawns, the various hate groups he nourished—not Hydra, but ideologically sympathetic, easy to manipulate. They existed all around the world, in the hundreds of thousands. Fools, cannon fodder. But every army needed such. As king of this army, the Red Skull lacked but one thing…

He lacked his knights. But soon, they would be ready. A thousand at first. One hundred thousand in the months to come. After that, millions. An army unto itself, invincible, unstoppable—and his to command. He would sweep the board with this army. His first move would be to topple the great powers, the United States and Russia. With their resources his, the remainder of the world would fall quickly. He had made arrangements that would take China out of play, neutralizing Asia until he could marshal his forces. Europe would come next, and the exquisite pleasure of humbling England. After that, the third world would fall in line. The Middle-East, which had the oil he would still need for a time, would not be conquered. It would be obliterated. He would tolerate no protracted conflict with backward religious fanatics. All religions would be abolished in the coming age…the age of the Skull. There would be no God in this world save one. A great, Red God. This new God did not require worship, merely obedience. Total and unwavering obedience.

The Skull's vision clouded, and he felt himself being pulled backward, through a mist. A feeling came to him at the end, vague, ill defined…the sense that there was a traitor in his midst. This same premonition occurred the last time he had sent out his mind's eye, but he remained unable to focus on it. The moment was lost. The Skull opened the eyes of his earthly sight, once again in his sanctum, back in his body. Slowly, he rose from the slab.

A spy. He would need to ferret out this threat. Spies were, of course, a common thing. Mossad, MI-6, CIA, SHIELD, the Russians, the Chinese, the French—all and more, constantly trying to get inside his organization. Usually they were found and easily removed. Some would slip through the net, small players who learned nothing of value. Occasionally, the Skull would even let some remain in place. Enemy spies could be invaluable, a pipeline for passing along misinformation. But not this time. His sense was that this particular spy posed a danger, having penetrated too deeply. He must find this mole and learn what he had discovered.

The Skull activated the hidden doorway, striding back into his quarters. His steps faltered. Using his second sight always left him drained. He needed rest. He walked over to the mantle of his fireplace, touching the com-screen. Lerner answered.

"Yes Mister Schmidt?"

"We have a spy. I want you to activate the Modok…but use him with care. I do not want to tip off this spy too quickly. Report your findings to me this evening."

He switched off the connection, content that the problem would quickly be addressed. The Skull collapsed on his bed. As sleep stole over his senses, he glanced at the book on his nightstand, and smiled. For the past three nights, he had been re-reading _The Commentaries of Cesar_, gleaning knowledge from the great conqueror. His own Rubicon now loomed ahead. As Cesar had done two thousand years ago, the Red Skull would soon cross the point of no return, and step into empire and immortality. The time was near at hand.


	15. Chapter 15 Announcments

_**Announcements**_

October 15th

The Bugle Building

Urich was rummaging through his desk, furiously tossing items out on to the floor; pens, note pads, a deck of playing cards. He shouted out in pain, having jabbed his finger on a thumbtack. He stood, injured digit in mouth, and began rifling the confused debris that littered the surface of his desk. Kenny White, the society page columnist, stopped as he walked past.

"Problems Benjamin?

"Yes," Urich replied, irritated. "Got to be uptown in thirty minutes…and I can't find my damm press pass! Or my recorder."

"Your pass is in your shirt pocket," Kenny said, amused. "And…isn't that a cassette recorder, right there?" he said, pointing to a corner of the desk.

Correct- on both accounts. "Thanks Kenny," Ben shouted, heading off in a rush. He stopped, having just noticed the express mail envelope from yesterday, peeking out from under a pile of papers. He snatched it, and then dashed to the elevator where Ned Leeds was waiting.

Quickly, the two Bugle reporters were in a cab, heading towards one of New York City's most famous landmarks; Avengers Mansion. Ned was anxious about the time.

"We're going to be late," he groused.

"We'll be fine. Only a ten minute drive, plenty of time."

"Not in this traffic," the young reporter said, checking his watch.

Ben smiled. Leeds was a good kid—and an even better reporter—but he was cranky today, on edge. He'd been on the go, non-stop, since the crisis last night, and Ben figured he hadn't slept in over twenty four hours. Ben had done a little better, grabbing about four hours shut eye, but he was dragging ass none the less. Chasing stories was a young man's game. It was why he'd all but given up straight reporting and stuck mainly to writing his column. But if he was going to write the definitive article on Captain America, then he had to be there this morning- end of story. Actually, beginning of story was more what Ben was hopping for.

There had been joy last night when the Wasp announced that Cap was alive, but it was a joy quickly tempered by what she _didn't_ say. She offered no details, no explanation of what had happened, merely stating that Cap was alive and recovering. Then she announced today's press conference, and the story was on once again. The city—the entire nation—was waiting to hear Cap speak this morning. The interest was global. This was the big news of the day everywhere.

Urich found himself absently fumbling the envelope in his hands. He looked it over. No return address, just a note reading: _Returning your call… please reply ASAP_. With his mind more on the coming event, Ben opened the envelope and a small plastic card slipped out into his hand. His eyes grew wide as he read the three embossed words:

**Avengers**

**Visitor's Pass**

Ben flipped the card over. There was a message there, handwritten:

_Cheryl tells me that you're_

_quite persistent. Let's talk._

_Cap._

Ben turned the card again, reading and re-reading it in absolute gob-smacked amazement. Leeds looked up from his notes.

"What is it? Not bad news, I hope?"

"…No," Ben replied. "Good news, actually. An old friend."

He slipped the card into his jacket pocket, not at all troubled with the lie. He liked Leeds well enough, but business was business. Any reporter worth his salt would gladly sell his grandmother for an opportunity like this; a chance to interview Captain America. Ben put on his best poker face, keeping it there until they arrived at their destination:

1963 east Riverside Parkway…Avengers Mansion.

Leeds stepped out of the cab, jaw open and eyes wide. He turned to Urich. "How many reporters do you think are here?"

"All of them, looks like."

The two men headed into the thronging crowd. It wasn't just the media, the general public was here too, in the thousands, gathering outside the outer gates of the walled compound. The police were out in force, keeping a lane open for the media. After a wait, Urich and Leeds were inside. The Avengers had a high tech media complex inside the mansion, but it was far too small to handle today's crowd. The address was being held out on the greens. There were easily four hundred reporters just from the television contingent. There were hundreds more from radio, internet and (it warmed Bens heart) print as well.

He was part of a vanishing tradition—he knew this. The digital age was fast devouring the world he loved so well, the daily newspaper. Maybe he was just showing his age, but Ben could not understand why it had to be this way. Print was slower, yes, but was that so bad? Does faster always mean better? The slower pace of print also meant more contemplation, deeper deliberation, and greater analysis. Journalism had to be about more than just being fast with the facts; it also had to be about context and dialog. The heart of journalism was meaning. Where would that meaning come from, in the push-button, fifty-characters-or-less, world of tomorrow? To Ben Urich, the written word was holy. Anything that diminished its power and scope was sacrilege, pure and simple. Trade in his newspaper for a laptop with a twitter account? Not this newsman.

Leeds spotted Parker, and headed over. "You coming?" he asked Urich.

"I'll catch up," Ben said. "Just want to work the crowd a little."

Ben looked for the weakest spot in the wall of reporters before him. He found it, far to the left of the podium. With a little nerve and some elbow grease, he worked his way forward, coming to a halt some ten feet shy of the front of the pack. He began scoping out the other side of the barrier. Cap had not arrived yet, or any other Avenger; just a dozen or so staffers, sound technicians making last minute checks, security people. Then, he saw the person he was looking for (he hoped). A smartly dressed woman—pretty, thirtyish, dark haired—Ben thought this just might be the Avengers press secretary. He called out her name.

"Cheryl! Cheryl Hernandez!"

The woman looked about, scanning the crowd. Ben waved his arms.

"Mister Urich," she yelled, "Glad to see you made it. Did you happen to receive a letter recently?"

Ben took the card from his pocket, holding it up.

"Good," she said. "After the address, stay right there. I'll send someone over for you."

Ben nodded and settled in, note pad in hand, recorder at the ready. The activity at the podium slowed, the technical engineers standing aside. The crowd quieted, sensing the moment at hand. As the hour turned, the man they had been waiting for walked out from the front entrance of the mansion, into the crisp October sunshine. Cheryl Hernandez stepped up to the microphone, speaking with quiet decorum:

"Ladies and Gentlemen; Captain America."

There was a roar from the crowd. It crested like a wave, crashed down, and then rose up again. More than applause, more than cheering:

It was an out-pouring. Cap stepped up to the microphone, and still the cheering went on. Ben couldn't believe the sound of it, the intensity. It took him a moment to realize that he was cheering and applauding as loudly as any there. Tears were filling his eyes, cold in the autumn air. He cheered on. Cap raised his arm, a gentle motion, and held it there. Slowly, the applause dwindled, and then stopped altogether. Cap leaned to the microphone.

"What can I say, but thank you?"

And again, the crowd erupted. This time, Cap cut it shorter, raising both arms.

"Thank you," he said again, this time as a signal for quiet. The crowd took the meaning.

"Before I start, let me quickly thank the police and EMT's of the city of Queens, along with the medical staff of Mercy General Hospital, for their professionalism and skill. We're lucky to have good people like that in our city, and I thank them."

There was another round of applause, gentle and very brief. Cap continued. "As most of you are now aware, I was rushed to the hospital last night, after what appeared to be an injury sustained while in battle with terrorists. This is not altogether correct. I was not seriously injured in that fight…but I did require emergency medical aid. I'll explain- and I'll try to be brief.

"Approximately six months ago, my colleague, Doctor Henry Pym, discovered a problem during a routine health examination. This problem—this illness—was a serious one and Doctor Pym immediately began working to find a cure. Joining Doctor Pym was Professor Reed Richards of the Fantastic Four, along with doctors and researchers from several leading hospitals. I have the utmost faith in these brilliant and dedicated men and women…but, as of this time, a cure has not been found. It was this illness, not any injury, which caused me to collapse last night."

The crowd began to murmur, a dark unease settling in over the people, so joyful just moments ago. Ben Urich turned to a fresh page in his note pad, writing on as Cap again asked the crowd for quiet.

"As I said, I remain confident that a cure will come. Doctor Pym is the leading bio-physicist in the world today, and Professor Richards is perhaps the greatest scientific mind since Einstein. Not bad odds, having men like that in your corner. But I feel it important to be frank, with you, the American people, to whom I owe so much. This illness is very serious. Without a cure, my prognosis is not good. I've been told that the next five to six weeks are a critical time.

Again, a murmur washed over the crowd. Cap cut it off, speaking firmly into the mic. "This might be a good time to share some facts with you," he said, picking up a sheet of paper sitting on the podium. "It might help us keep this news in perspective.

"Last night, while I was being treated in the hospital, the following things happened in America: One hundred and nine people lost their lives to gun violence... thirty of them children. Also dead are four hundred and thirty people from traffic accidents involving alcohol. More than nine thousand people died from cancer and heart disease. And it is estimated that at least nineteen thousand people, from last night alone, perished, simply because they lacked the money or the access to healthcare which otherwise would have saved their lives."

Cap folded the paper, leaving it on the podium.

"If you want a tragedy, there it is. I am just a man, just one person—no more deserving of life than those thousands of people who lost their lives, while I lived. If I were to die tomorrow, no one could say that my life was anything but a fortunate one, a blessed one. I have been moved by the concern people have shown for me. Avengers Mansion has been flooded with messages from people asking what they can do to help. My answer is this: get involved. Volunteer in your community. Reach out to your neighbors. Help save some of the thousands who will otherwise die needlessly, tonight. This is what I ask you to do for me."

The crowd now was utterly quiet. The whole city seemed to stop. Even the sound of traffic was all but absent. In his fifty-four years, Ben Urich had never heard a hush such as this descend over the city of his birth. The people were hanging on every word as Cap continued.

"The Avengers will be issuing updates on my condition, giving you the news as soon as there is any to give. I just want to say that…"

For the first time this morning, Cap faltered, for a brief moment. He looked out over the sea of people, finding his words again, his voice even and steady.

"It has been the great honor of my life to serve you as Captain America. I intend to go on serving you. To the people I fought last night…to all those who seek to do evil and enforce their will on others, I say this; my fight goes on. I will oppose you to my dying day. When I fall, others will rise and take my place. The American people will not cower in fear. We will not surrender. We will not stop until victory is ours. These aren't just words. These are my deepest held convictions, because I believe that it is the birthright of _**all**_ men and women on this earth—not just of one nation—to be free. Free from want. Free from fear. Free from tyranny. This is my hope, my prayer for us all. I thank you. May God bless our nation, and all the people of the world."

Captain America turned and left the podium. There was silence as he walked the forty yards back to the mansion. The mass of humanity gathered there on the greens and outside the gates remained quiet, hardly moving at all. Cap stepped inside the doors and instantly, the noise came. People were shouting, jostling- a cacophony of voices, hundreds of reporters speaking into television cameras, addressing the millions around the globe who were watching at home. The city was alive again, its vital energy switched back on, but it was an energy tempered by uncertainty. Ben Urich shared that sentiment. Like everyone, he had been moved by Cap's eloquent, solemn words. It was the most powerful speech Ben had ever heard. He looked down at his notes.

"…_Gettysburg Address_- _Nothing to Fear but Fear Itself_- _I Have a Dream_… and Captain America's _Farewell Address_?"

Just then, a reporter standing next to him spoke.

"I wonder," the tall man asked, turning to Urich. "Do the people of this nation realize just how fortunate they've been? To have had a great man like him, standing watch all these many years. Do you think they know?"

Urich looked at the younger man, an up-and-comer making a name for himself at an out of town paper. "I hope they do, Kent," he said, softly. "If not, I'm afraid they may be about to learn."

From his basement gym, Sam Wilson watched Captain America's press conference. He clicked off the television as Cap left the podium; it was time to get back to work. He faced the large canvas punching bag, taking a stance. Last night, Crossbones used a devastating move on him. By feinting a right hook, he got Sam to over-commit to his left, leaving him off balance, his right flank wide open. Bones stepped inside his guard, landing a wicked left elbow strike that dammed near took his head off. It wouldn't happen again. Sam began practicing a counter move Steve had once shown him. By circling to the right, it would be the attacker who was off balance, exposed. Sam stepped into to the void, snapping off his own elbow strikes, tight and fast. He clinched, firing his knee into the canvas, and finished with a vicious left/right combination…then back to the beginning. Sam pictured Crossbones, the leering grin of his mask, and doubled his pace, his fists a blur. The timing was getting better, but he needed more than better. He needed perfect. A voice called out just then, interrupting his focus.

"Sam," Akiela said, quietly. "You've been down here for two hours. Isn't it time for a break?"

"No," Sam answered, firing off a furious rain of punches. "Got another hour to go. Then I'm meeting Hawkeye, go over some plans."

"I don't understand. I thought you had retired from all this."

"Retired?" Sam shouted, turning on his wife with a look of wounded anger. "I'm just supposed to walk away? Let Steve face this alone?"

"But he isn't alone. He has the Avengers—"

"I was his partner, Akiela! For five years! Out there on those streets, taking all the heat they could bring down on us...the drug lords, the gang-bangers, the super villains. And Steve? He had my back. Always! I can't even count how many times I owe my life to him. Now I'm supposed to say 'sorry man, I'm retired?' You really saying that to me?"

"I don't want to lose you!" Akiela shouted. "That's what I am saying to you!"

Sam stood there, silent. When he spoke next, his voice had lost its anger.

"Akiela, you're not going to lose me. But I have to do this. I _have_ to."

Akiela sat down on the basement steps, tears streaking her face.

"…It's a boy," she said quietly, holding her belly. "I carry your son. What do I say to him, if you should die?"

Sam walked over, kneeling down on the steps. He took his wife's face in his hands, tenderly. "A son?"

Akiela nodded. "A son who needs his father," she whispered. "A wife who needs her husband."

Sam kissed Akiela softly.

"I love you, woman. There's nothing I want more than to be by your side when our son comes into this world. But there's something I have to do first. If…if I'm not here, then tell our son this. Tell him there are times in life when a man has to make a stand…no matter what it may cost him. Even if it's the things he loves most in this world. Tell him that that's the kind of man that his father wants him to be."

Slowly, Sam took his hands from his wife face. He turned away, heading to the bag. Quietly, Akiela stood and walked back up the stairs. For a long time, Sam Wilson stood staring off in the distance. Then he returned to his workout.

The crowd had barely thinned in the twenty minutes since Cap's speech, and Ben Urich continued to mill around, careful not to stray too far from his original spot. He was growing anxious; maybe Cap had changed his mind about seeing him today. Just as that possibility began to seem increasingly likely, Ben spotted a familiar face approaching. He smiled and waved.

"Johnny!"

"Good to see you, Ben," John Jameson said, shaking hands with Urich. His smile was there, but it was a subdued one. John pulled Urich aside, whispering, "Cheryl asked me to come find you. He'd like to talk with you."

With Jameson leading the way, they quickly passed through the barricades, taking a side path that wound around the south wing of the stately forty-room mansion. It was a beautiful building, a gift from Tony Stark, removed from its original Park Avenue address and then rebuilt, brick by brick, here, on the forty-five acre grounds boarding Manhattans East River. Rebuilt…with many modifications. The place _looked_ like a dignified mansion from the city's Gilded Age, which it was. It was also a fortress to rival NORAD.

The two men rounded a final bend in the path, leading them through a grove of towering maples, just now beginning to shed their golden leaves. The leaves crunched pleasantly under their feet as Ben and John Jameson talked.

"I miss seeing you around the office, John. Ought to stop by more often."

"I know. Things get busy here." Jameson smiled. "I remember working all those summers, high school, running copy for you and the others guys. A miracle you ever got a paper out I was such a mess."

"You were great. Your dad was sure he was going to make a newsman out of you."

Jameson nodded. "I think I disappointed him," he said.

"Are you kidding? Decorated Air Force pilot, astronaut, and now this? He's one proud papa kid, believe me."

Jameson smiled and shrugged. "He thought I should go into politics after NASA. Then this came along. I just couldn't say no. Not only do I still get to fly, but…it's important work, Ben. I make a difference here."

"You don't have to convince me, John."

"Maybe I'm trying to convince myself. Today's been a hard one."

Ben stopped and looked at Jameson. "Is today the first you've heard of it?"

John nodded. "Something's felt wrong for awhile now, but yeah, today was the first."

"I'm sorry. Do you know him well?"

"I don't make a habit of talking about it—not even with Christy," Jameson said, tracing his thumb over the gold wedding band on his finger, "but yeah, Cap is a friend. It's something I'm very proud of…and very protective of. I wouldn't like to see it in print, like I'm trying to trade on his fame or something."

"Of course. I'll never mention it, print or otherwise."

"Thanks. He's a very private man. He gives so much of himself to the world that, well, he guards the little bit he keeps for himself. To be honest, I'm surprised he's agreed to talk with you."

Urich laughed. "_You're_ surprised?"

John joined in on the laugh. They came upon a side door- one discreetly hidden from public view- and Jameson swiped his security card through the lock. The door opened. Ben Urich took a breath, and entered Avengers mansion.

"He a very real person," John went on. "Not like some of the others, Iron Man, Thor, Vision, the Panther- good people, don't get me wrong. But Cap is more…real, somehow. And bigger, at the same time. You'll see."

John asked Ben to wait. As Jameson walked off, Ben looked around. He was standing in a grand hallway; marble tiled floors, seamlessly frescoed walls, tasteful crown molding. The upper portions of the walls were papered, deep hues of burgundy and green, trimmed with gold filigree. A sedate, elegant mansion, like many such enclaves of wealth and power in this town, Ben thought. Except most didn't have photographs like the one hanging next to him: a photo of Tony Stark, shovel in hand, breaking ground on the construction of this compound some twelve years ago. Beside Stark stood the Mayor and the Governor of New York, and behind them, the Wasp, Ant Man, Thor, and Captain America…not your run-of-the mill millionaire boys club.

The wait stretched into five minutes. Ben began jingling the lose change in his pocket, restless. Just then, he saw Cheryl Hernandez approaching.

"Cap will see you now, mister Urich."

She led him up a wide staircase, to the second floor, stopping at a big oaken door. "He's set aside an hour for you," Cheryl said, clearly impressed.

Cheryl knocked once, and opened the door. Ben wasn't sure what he expected to see; a massive, imposing den perhaps, or a high-tech operations room crammed full of gleaming machines and computers, something impressive. Instead, he saw an ordinary room, tastefully appointed, but neither large nor grandiose.

"Cap, mister Urich is here."

A tall figure walked around the corner, smiling. Ben was floored, completely shocked. Cap was not wearing his mask. He walked over, offering his hand.

"Ben, good to meet you," Cap said. "Can we get you anything to eat or drink?"

"…No. Thank you," Ben said, shaking hands. He half expected a grip of steel. Instead, Cap gave him a simple handshake, firm but real. He wasn't wearing his red gauntlets, Ben noted. He had real flesh and blood hands. Ben looked up again, still shocked to see, not that famous mask, but a face. Handsome, maybe thirty, thirty one- blond hair and deep blue eyes…a man. Flesh and blood. Cap turned to Cheryl.

"I could use a little something. Could you have the kitchen send up some coffee, maybe some sandwiches?"

Cheryl nodded, and left the room. Cap lead Ben over to the couch, and the two men sat. Ben pulled out his recorder, and set it on the coffee table.

"Do you mind Cap?"

"Not at all," he answered. "But let's clear something up." He picked up his mask, which was folded neatly on the table, and held it up. "This is Cap," he said. "My name is Steve. Steve Rogers."

"…And that's your real name?"

Cap nodded.

"I have to ask if this is on the record," Ben said, picking up his note pad.

"It is. On one condition: that you hold off on publishing anything until after my death."

Death. Ben blanched. "So it really _is_ that serious? I thought they were working on a cure, Cap…I mean Steve. Do you want me to call you Steve?" Ben asked, flustered. "I could call you Mister Rogers, but well, that's a little odd."

Cap laughed. "I could go put on my sneakers and a sweater, if you'd like. You can call me Cap or Steve- either is fine. Just wanted to let you know you were talking to a man here. People tend to see the uniform and nothing else."

"Maybe I'll just stick with Cap. Till I get more comfortable with things."

"That's fine," Cap said. "And to answer your question, yes, it is that serious. They _are_ working on a cure, and I hope very much that they find one. If they do, then you and I will sit down and figure out what to do about this interview."

"I understand," Ben offered. "If they find the cure…_when_ they do, I should say…then I'll do what ever you want with this material. Sit on it, destroy it, turn it over to you, whatever. It will never see print, you have my word on it."

"That's not what I mean, Ben. I want to go ahead with this interview, regardless. It's something I've intended to do for a long time now, since before I got sick. It's time I went on record, shared my story with the public."

"There's certainly a lot of interest," Urich said. "For such a public figure, there are a lot of unknowns about you."

"That's something I want to change. In the event that I get well, we'll figure out how to proceed with this interview. If I don't make it, the story is yours. OK?"

Ben nodded. The straightforward, mater-of-fact way in which Cap spoke about his own mortality was a little jarring. Of course, this news wasn't new to him- he had been living with it for six months now. But it was more than that, Ben noted. Cap was a warrior, a man of action. It probably wasn't possible to be a fighting man for as long as Cap had been and still retain many illusions about the fragility of life, or the inevitably of death. Cap's attitude was the healthy one, Urich thought. It's the rest of us who have the problem.

The coffee arrived and for the next fifty minutes, they talked. Ben asked questions and Cap answered them. His answers were direct, honest, and plain. If Ben asked for details, Cap would expand on his words, holding nothing back. The only exception was when Urich asked about his love life.

"I don't see a wedding ring," he noted. "Is there anybody special in you life?"

Cap tensed a little. "I'm not prepared to discuss that. There are privacy issues, other people. I'm not sure they want their names to be part of the public record."

"But you are single?"

Cap laughed. "Yes. Next question, please."

"Well, lets talk about how you got your start, how Captain America came to be."

Steve told him the story, and Ben listened in fascination. There was a general mythology about the 'origin' of Captain America that most people knew…but it turned out that much of it was wrong—either a little of the mark, or just flat out bogus. There was much about the man himself, personally, that was misunderstood, as well. This came into sharp relief when the discussion veered into politics.

"Do you consider yourself a Democrat, or a Republican?"

"Neither. That's a conscious choice. I don't want Captain America to ever be seen favoring any political party."

"Ok…so Cap is politically neutral. What about Steve Rogers?"

Cap smiled. "Let me put it this way…I grew up in the nineteen twenties and thirties. Do you know much about that time?"

"A little," Ben said. "Flappers, Prohibition, flag-pole sitters. Scott Fitzgerald and Hemingway. A lot going on."

"That's one way of putting it. I missed the sixties, but I always hear it described as being this time of 'unprecedented change' for America. Please. It was a tea party compared to my day. The roaring twenties? Gangsters and jazz and Prohibition? The Dust Bowl, the Great Depression, World War II? No, there's never been a time like it- before or since. It changed everything, including a skinny little kid born in a rough Brooklyn neighborhood. I was a New Deal man, cast my first presidential vote for FDR in thirty six. By today's standards I'd probably be branded a real Leftie."

Urich shook his head, writing furiously in his notepad. "Captain America, a flaming liberal. Unbelievable."

"Well, that was a while ago. Like most people, my views have tempered as I've grown. I _do_ believe in a strong national defense, and I lean a little to the conservative side on fiscal matters, more or less. But a lot of what passes for conservative politics in today's culture? I just can't relate to it."

"What about abortion?"

"What about it?"

"Are you in favor of it?"

"God no. I think the only thing worse than abortion would be taking away the right of a woman to chose."

"Gay marriage?"

"It's a free country. Who am I to stand between two consenting adults?"

"Then you approve of the gay lifestyle, think its good for America?"

Cap laughed. "Is that a serious question?

"Well, to a good many people in the country, yes" Ben sheepishly said. "I'm

just trying to ask the questions that others might ask of you."

Cap smiled at that. "The last time I read the Declaration of Independence, the words were '…_life, liberty, and the pursuit of happiness._' No clause in there that says '_unless your happiness makes me __**unhappy**__._'"

Ben looked up from his notes. "A good portion of the country sees this as an issue of morality. Where do you stand on the conservative viewpoint that America is a Christian nation, and that our laws should reflect that heritage?"

"Congress shall make no law respecting the establishment of religion. That's what I believe. Freedom is messy stuff. I suppose that some people _will_ find it uncomfortable, seeing two gay adults being happy. A lot of people found it uncomfortable having black people sitting next to them at the lunch counter, or allowing Jews into their country clubs. I understand some folks weren't comfortable with having a Catholic President a few years back. I really have no concern with the relative comfort of bigots, mister Urich. Does that answer that carefully worded question that others might ask? I wouldn't want them to feel uncomfortable."

It was Ben's turn to laugh. "I think you answered them very well indeed, Steve." It was the first time he had used Cap's real name.

There was a knock at the door. Cheryl Hernandez poked her head in. "It's been sixty minutes Cap."

Ben rose, gathering his things. Cap motioned him to sit.

"We're going to go a little longer, Cheryl. Thanks."

"Certainly Cap. I just want to remind you of your appointment with Doctor Pym. He's waiting for you in his laboratory."

"I know. Just another ten minutes. Let Hank know, would you?"

Ben smiled, tremendously pleased with his good fortune, and more than a little proud. Cap must think things were going well. He still couldn't believe he was actually interviewing Captain America. In his thirty-year career, Ben had interviewed Presidents, Prime Ministers and all manner of world leaders- including two Pope's and one Ayatollah. Bigger than any of that, he once scored an interview with his idol, Frank Sinatra. Nothing, Ben thought at the time, could ever match that thrill. Right now Ben would not have noticed Sinatra if he came barreling through the room turning cartwheels. Cheryl closed the door.

"Thank you," Urich said. "You're being very generous with your time."

"Hmm. Probably the one thing I can least afford these days." Cap said. He quickly saw the discomfort on Ben's face. "I'm sorry Ben. I was just trying to be glib, clever. Actually, just the opposite is true, I'm really enjoying this. Being ill, it clears away all of the b.s. That's what you have no time for, the nonsense."

"Good. I'd hate to think I was wasting your time."

"You kidding? If I had known how much fun this would be, I'd I done it years ago. Come on," Cap said, rising. "Walk with me."

Ben followed him around the corner. They stepped into an adjoining room. It was a bedroom, and suddenly, Urich realized that all along they had been in Cap's personal quarters. In the corner of the room was his shield, propped up against the wall. Cap knelt, opening what looked like an old army trunk.

"I want you to have these," Cap said. The trunk was full of notebooks, binders and pads, along with stacks of papers, all neatly piled and tied up with string. "My diaries and journals, some personal papers. I'll arrange to have them sent to your home, if you think they will be of use."

For a full minute, Ben Urich was speechless. He knelt down, leafing through the books, pages yellowed with age, noticing the dates: 1935, 36, 37…1940- the year he became Captain America. There were letters from a number of people whose names were unknown to Ben- but one immediately caught his eye; a thank you note from Winston Churchill.

"My God Cap…I don't know what to say. This will be invaluable for writing my article. Thank you."

"Actually Ben, I was thinking of something more than an article. Would you be interested in writing my biography?"

Urich was dumbfounded. "I…I should jump at the chance, I know, but are you sure Cap? I'm just an old news hound. You could have your pick of writers. Historians, Nobel laureates-"

"You've won a Pulitzer."

"Two."

Cap laughed at that. "See, that's why I picked you, for your modesty. Look Ben, I've been reading your stuff for years. I like the way you write, it's direct, it's honest… you have a point of view, but you don't let it get in the way of telling the truth. I want **you**- provided we can strike a deal."

"Anything, name it."

"I don't know how these things usually shake out," Cap said, reaching for a card lying on his dresser. "But whatever my share of the proceeds would amount to, I want for it to go to this organization."

Ben took the card, reading aloud:

"The Committee to Elect Sam Wilson to the United States Senate."

"Well?" Cap said, offering his right hand. "Do we have a deal?"

Urich took his hand, shaking vigorously. "We do," he said, grinning. "Now if you don't mind, I'd like to go home and get my heart attack out of the way. Got a lot of work ahead of me."

Cheryl came a second time. This time the meeting was over. Ben gathered his things and Cap walked him to the underground exit, which led to a waiting taxi, far from the main complex of the mansion.

"No one even knows that area is connected with the manor," Cap said. "You'll be able to leave with no fuss. Thanks again, Ben."

Back in his quarters, Cap tidied up the dishes, leaving everything on the tray for housekeeping. This meeting had set his mind at ease. He'd already known that Urich was a good writer, but now he knew that he was a good man, as well. That was important. Cap grabbed his shield and picked up his mask from the front room, heading out to the hall. He didn't want to keep Hank waiting any longer. After meeting with Hank, he still needed to check with the authorities, get any info they had on the Hydra team from last night. He then needed to dig into Sir Richard's book, though just what it was he was looking for, he did not know. And then there was his call to Jackie. This was going to be a busy day.

His mask in place, Cap headed down the stairs. Half way down, he began to slow. He missed a step, and stumbled. At the last second, he grabbed the railing, catching himself. He stood there for several seconds, teetering. Cap closed his eyes, willing away the pain that gripped him. It felt as if his nerve endings were on fire, his muscles in a vice. The pain began to ease, slowly, but did not retreat in full. _It's just pain,_ he told himself. He was no stranger to pain. He could stand it.

"Hold on," he said aloud, two words, spoken with simple determination. There was work still to do, and come hell or high water, he would see it done. He took a step. Then another. "Hold on," he repeated, straightening himself to his full height. Slowly, Cap made his was to the lab.


	16. Chapter 16 Snakes And Ladders

_**Chutes and Ladders**_

Hydra Base Alpha-1,

In the hours before Captain America's address

The Skull awoke refreshed. He rarely slept. It was not uncommon for him to go days without seeing a bed. Often a few hours of silent meditation would hold him for a week or more. But occasionally a deep weariness would come upon him, reminding him of his past life of flesh and blood. At such times, he would grow weak, and then only sleep would suffice to revive him. He was revived now, strong again.

He called Viper to meet him in an hour to watch his brother's press conference over a light meal. Like sleep, food was a thing he no longer truly required. No more than he needed air to breathe. Yet he still did these things—all of them—if only because it pleased him. These were the links to his past life, pleasures in which, somehow, he could still partake. Viper was a pleasure he could still partake of as well. His flesh had perished many long years ago, but not his hunger for the flesh, and the pleasures it alone could provide.

Sometimes he mourned his flesh, even six decades gone. Other times, he could scarcely remember it at all. Once, he had forgotten that he ever _was_ a man. It was strange, but one day he realized that he was unable to remember his face. Or even his name. He gazed into a mirror, but the only image it revealed to him was one of blank, featureless bone, red as a scalded wound, red as flame. Only it was a cold flame, the antithesis of heat. Warmth was for the living. And as he stood there, peering into the hollow, black sockets of his long vanished eyes, he thought that he would go mad…

But the moment passed, and he became himself again. Strong, adamant, unyielding. He remembered his former name; Schmidt. Yes, he had been Schmidt. He was Schmidt still…only he was more. He was now the nameless fear that reason denies but which the heart apprehends, the fate forged of its own will, the iron fist holding mans destiny. He was the Red Skull. Forevermore.

The Skull slipped into an elegant dinner jacket, smoothing the lines in the mirror. As always, he cultivated a sense of style. Style was important, it set a tone. He never let himself be seen unkempt. Plucking a white rose from the vase, he affixed it to his lapel and headed out of his chambers. The guards posted outside the door came to attention, snapping off a crisp salute. The Skull, almost imperceptibly, nodded in recognition. He had learned this reaction from that absurd Austrian demagogue Hitler. The Fuhrer was a fool. A gifted fool, to be sure, a fool of singular vision, but a fool nonetheless. Still, Hitler had understood the importance of image and pageantry as few ever had. He would accept the idolatry of the masses with such casual indifference that it made them grovel all the more, the way a whipped dog licked its masters hand. This was the reward for style.

His driver was waiting, and soon the Skull was at the far side of the island. He entered the lab, a cavernous space, filled with row upon row of machines and monitors. A dozen scientists were busy at work, and he quickly spotted the man he was looking for.

"Doctor Lerner," the Skull called out. "I've yet to receive your report. What news do you have concerning the spy?"

"None, I'm afraid," Lerner answered, not looking up from his computer screen. The Skull summoned his calm. No one other that Lerner dared speak to him so. He walked over to where the man stood.

"I shall ask again. What news do you have concerning the spy? Answer carefully, doctor."

"I am sorry, Mister Schmidt, but I have no news to give. I did as you wanted, I activated Modok. He detected no spy in the compound. If you want a scan of all our bases, it will take considerably longer. Do you want me to do this?"

"…No. But I want you to repeat the search of this compound tomorrow. The spy is there. Find him."

"Wouldn't this be better suited for your intelligence division? Every second I spend on this task is a second I lose from my true work."

The Skull shook his head. "Only you have the necessary technical expertise. This spy has so far evaded our normal safeguards. He should not be able to evade the Modok. Try again tomorrow."

"Of course, sir. By the way, we are making excellent progress on the Primary Mission. I can now predict delivery of the first batch of soldiers within six weeks."

"I told you I needed them by the end of the month, doctor."

Schmidt adjusted his glasses. "I thought I had explained. It is impossible to meet that deadline. My people are working around the clock, cutting every corner we can. However, we cannot change the basic physics involved. We need more time."

The Skull remained perfectly still, staring at the little man in the white lab coat. Lerner showed not a single sign of worry or concern. This reaction always derailed the Skull, at least somewhat. He was unused to it.

"The end of the month. I cannot stress that enough."

"We will continue to try. I make no guarantee. May I ask why this sudden change in the timetable?"

"A true leader offers no explanations. He gives his commands, and they are obeyed. But…perhaps I _will_ tell you," The Skull replied. "It might serve to impress upon you the need for haste. You will keep this information in confidence?"

"Of course."

"I take it you saw the news of Captain Americas battle with our troops?" Lerner nodded in affirmation. "There is more to the story, something few are aware of. The Captain is dying. Soon, my brother will perish, and if we do not succeed in accelerating the project, he will not witness my final triumph. Now do you understand Doctor? I need you, if I am to fulfill my destiny. Only you can make this happen."

Lerner was moved at this display of trust and vulnerability. "You have my word," he said. "I will do everything in my power to meet the deadline. None of my work would have been possible without you, mister Schmidt. Your contributions to science will be remembered forever. You are a great man—a benefactor to the entire human race."

The Skull smiled, his unyielding bony face somehow registering a look that was almost kindly. Ludicrous as Lerner's display was, it was also quite touching. In many ways, this demented fool was the closest thing he had to a friend. The Skull was enjoying this moment, a link to his past once again. A pleasure of the flesh.

"I know you will not fail me, doctor. I go now to dine. Good day."

"Good day to you, Mister Schmidt," Lerner replied. "But, you say that Captain America is dying? May I ask how?"

"My agents are still investigating, but it appears that he has contracted some mysterious disease. How this is so, I cannot say."

"Ill?" Lerner mused. His generic face registered something, a look of shock, of recognition. It stopped the Skull in his tracks. Learner shook his head. "Impossible, he's incapable of disease. Unless…yes, it must be. Project Top-Shelf. They've actually done it. Fascinating."

A cold current flowed through the Skull. When he spoke, his voice was like the pale chime of a funeral bell. "What do you mean? What is 'Top Shelf'?"

"It was an inter-agency plan, between CIA and SHIELD. A contingency plan really, more theoretical than practical. As you know, I spent years trying to duplicate the serum that created Captain America. I could never succeed, not without direct access to the Captain himself. Top Shelf was designed to make that happen, but I never thought—"

"How?" the Skull interrupted.

"By making him sick. My people secretly obtained a sample of the Captain's DNA. With it, I was able to create a 'designer virus', utterly invisible to his own super-potent immune system. Once he was sick, he would have no choice but to turn to us for treatment."

"And you knew of this plan?"

"Of course. I headed the program."

"And never once, in four years time, did you think to tell me?" Wrath poured from the Skull like wind through a cave. "Why? Answer me!"

"…Because you never asked. As I said, it was only a contingency plan. I never thought—"

The Skull reared back, striking Lerner in the center of his face with a great, pulverizing crack. His head burst with a wet splattering of bone, blood and brains, sending shattered teeth whizzing through the air. Lerner's lifeless body fell to the laboratory floor, and the Skull raged.

"You fool! You ignoramus! Du hast mich betrogen!" he kicked Lerner's body, sending it flying into a bank of computers, covering them in a sticky red spray. There was a scientist on the platform just above that bloody spray. He turned, a mild look of annoyance creasing his face.

"Really Mister Schmidt," Doctor Lerner said. "I do wish you would be more careful. This equipment is very sensitive."

"Yes," said the other Doctor Lerner standing off to the left. "This is going to slow my progress considerably. With this loss, I am down to only eleven."

A third Doctor Lerner walked over to the Skull. "None of the other scientists in our employ can fill this gap. They lack my knowledge and expertise. It really—"

"Silence!" the Skull shouted. "Listen to me, all of you. I want a report in my hands, tonight, detailing everything you know about this project 'Top-Shelf'. Omit nothing. Feel free to include any other interesting information which you have neglected to share." The Skull's sarcasm dripped like bitter acid. "And as for the Primary Mission, it will be completed by the end of the month—do you hear me? Completed! I demand success! Provide it, or else I shall drench this compound in your blood…all of you."

The Skull flicked his arm downward, flinging bits of pulp from his hand. He stormed out of the laboratory without another word. Doctor Lerner looked over at himself.

"That was most unpleasant. I've never seen him this upset."

"Yes," Doctor Lerner replied. "But we must remember the pressure he is under. It can't be easy, carrying the weight of the world on your shoulders. We must redouble our efforts."

"Agreed," Doctor Lerner answered. "Mister Schmidt has done so much to assist in our work. I would truly hate to disappoint him."

"As would I," said yet another Doctor Lerner, coming down from the platform. "But keep in mind that Mister Schmidt, like all men of genius, is somewhat… temperamental."

"Very true," replied the first Doctor Lerner. "But now that he thinks us understaffed, he might be less apt to fly off the handle."

Doctor Lerner took a small controller from his pocket. His finger hovered over the keypad. "How many should we activate, do you think?"

The ten other Doctor Lerner's turned and spoke in unison:

"Three should be sufficient."

"Yes," Doctor Lerner replied, punching in the number. He quietly adjusted his glasses. "That's just what I was thinking."

Kenton's Tool and Die,

Lower Manhattan

Hawkeye approached the deserted building with a look of severe disapproval on his face. He parked his cycle next to the front entrance, which bore a sign reading 'Closed. No Trespassing'. Finding the door locked, he moved on to the nearby shipping bay and swung the doors open. Over by a large defunct drill press, he spotted Sharon Carter, unpacking several wooden crates. He headed over, his disposition matching the dark blue and purple of his uniform.

"Jesus lady, this is your idea of a headquarters? Place is a dump."

"Are you kidding me?" Sharon said, looking up. She dropped the computer cables and stood. Her own disposition was growing purple. "You're in uniform. I specifically asked you to keep a low profile."

"I did. I left the sky-cycle, came on my bike," he said, thumbing towards the open bay door, at the customized Indian 450 motorcycle. Sharon's jaw tightened.

"I see. So instead of flying, you drove through the streets of Manhattan on a motorcycle. With a longbow across your chest, wearing that suit and mask. That's low profile to you?"

"Hey, this is Hawkeye you're talking to honey," he said, a little angry, mostly proud. "I'm an Avenger. I don't do this 'tippy-toe' spy bullshit. I thought you were kidding about that stuff."

"Is he for real?" Sharon said, looking over the archer's shoulder.

"Barely," Sam Wilson said, walking through the doors. "He grows on you, though. Kind of like a fungus."

Clint Barton pulled back his mask, a sardonic smirk on his face. "You two are a riot. Now if you're finished busting my chops, maybe we can get some work done."

"Fine," Sharon said. "First thing we do is go over the rules. This isn't the Avengers. Next time I say 'low profile', I mean 'low profile'. Got it?"

"All right already, I got it, I got it," Clint shouted. "Hell, you picked the most deserted spot in town—a bunch of boarded up old factories and empty lots. I didn't pass a single soul the last two blocks, so calm down."

"I'm not sure this is going to work," Sharon said. "Maybe this isn't the right situation for a man of your…qualities."

"Get this straight, blondie," Clint said, "if Cap is in trouble, then I'm on board, period. And as for my 'qualities'…"

Clint spun around. In a smooth blur of motion, he pulled the bow from his chest, grabbing arrows from the quiver on his back, three at a time. In the blink of an eye, arrows began to fill the air, slamming into an iron support beam some sixty yards away. The arrows formed a perfectly straight line, with less than a quarter inch space between where each had hit. He slung the bow back across his chest and spun to his left, drawing the colt revolver from his side. He fired six lightening quick bursts towards a slightly opened door a hundred and ten yards away. Clint turned to look at Sharon. Less than ten seconds had elapsed.

"And that was using my left arm. Twice as quick with my right."

"Impressive," Sharon admitted. "Only, what were you shooting at that last time?"

Clint squinted towards the distant door. "…Calendar on the far wall. Playboy, Miss July 1993. Six bull's-eye's, all where the sun don't shine. That quality enough for you?"

"It'll do," she said. Sharon turned to Sam, who was grinning at her. "So. Like a fungus, huh?"

"Yeah," Sam answered. "But a handy one."

Clint holstered the gun. "I take it you both saw Cap's press conference?"

Sam and Sharon nodded. "How is he?" Sharon asked.

"He's Cap. Everyone else falls apart, he stands tall. He's Cap." Clint turned to Sam. "Sammy, he's been asking for you. He knows you're beating yourself up about last night."

"And you wouldn't?"

"Probably would. But I'd be wrong—and you'd be the first to tell me so. Like I'm telling you now. He wants to see you."

"I will, later. Today later," he added, seeing the look on Clint's face. "But we have some work to do first."

"Right," Sharon said. "I have our command center in place," she said, pointing to the upper level, a row of concrete block rooms with windows looking out on the floor below. "Let's go."

In the office, Sharon had an impressive collection of equipment set up; several computers, a communication array complete with satellite uplink, optical scanners and many other devices. There were also weapons, cases of them, energy weapons as well as traditional firearms. Maps lined two of the walls. On the opposite wall were dozens of photographs—mainly black and white—of key figures in the Hydra hierarchy. In the center was a photo that needed no color. Even in muted sepia tone, the blood-red hue was apparent. It was a photograph of the Red Skull.

Sharon took a seat and pulled up a file on the computer. Sam and Clint gathered around as she spoke.

"Two years ago, the Skull was seen falling to his death. A few shattered bone fragments were recovered, scraps of clothing, but nothing conclusive. Since then, no sign of him, not a single piece of evidence to indicate he might have survived. Hydra seemed to evaporate overnight. A lot of people think they lost their operational capacity. SHIELD never agreed with that assessment. We think…"

"We?" Sam said, looking questioningly at Sharon.

"Hard habit to break," she said. "Let me rephrase; _SHIELD_ thinks that Hydra merely went to ground. They've done it before, to lick their wounds and regroup. But never this deep. They've been utterly silent and invisible. Until about ten months ago. The chatter began to spike up, big time. SHIELD now believes that HYDRA is gearing up for another major offensive."

Hawkeye interrupted.

"If SHIELD can track their communications, why can't they just find their base? Put the kibosh on 'em?"

Sam shook his head. "It's never that easy with Hydra. The Skull keeps his assets mobile and efficient, with multiple bases. At the first sign of trouble, they can bug out. What they can't take, they destroy."

Sharon nodded. "Say what you want about the former Colonel Schmidt, but the man runs a tight ship. Making things rougher yet, Hydra has formed a loose allegiance with several rogue nations. Afghanistan, Angola, Somalia, Libya, Columbia, among others. Where support can't be found, they buy it. Where it can't be bought, they take it."

"Yeah, but I still don't see how this ties in with Cap," Hawkeye said. "Last night you said that Cap's illness was some secret operation by the CIA. How's that connect with Hydra?"

"Two ways. First: since the Red Skull's re-emergence some fifteen years ago, his every move has involved Captain America. It's never been enough for Schmidt to conquer the world. He has to conquer Captain America as well. If the Skull is about to strike, it's certain that one of his prime targets is going to be Cap. The second tie in is this man…"

Sharon brought up an image on the computer. "His name is Lerner. For several years, he was a top scientist for the CIA, working to recreate the Super Solider Serum. Lerner was a key ally of Holders, and I suspect he was involved in causing Captain Americas illness…"

Sharon paused for a moment. She had been wrestling with the issue of SHIELD's early involvement in this plot against Steve, unsure what—if anything—to disclose. The words of advice (or of warning) that Quartermain gave her came to mind:

'_Remember who your friends are.' _

Sharon went on with her briefing, leaving aside the issue of SHIELD. For now. "Lerner was supposed to have died a few years ago," she said, clicking off the image from the computer. "Car accident. But SHIELD recently uncovered evidence that the good doctor is still alive, working for none other than the Red Skull."

Hawkeye flared angrily at this news, like a brush fire in a strong breeze. "You're saying Holder is really a mole? That he's working for the Skull? Oh, that's it; he's dead meat! I'm gonna—"

"Slow down, Robin Hood," Sharon said. "That's not what I said. Oliver Holder is a piece of work, I grant you. But he's not working for the Skull."

"But you just said that his man Lerner _**is**_," Hawkeye retorted. "Why one but not the other?"

"Over the years, Doctor Lerner became increasingly…erratic. That's when Holder gave orders to have him terminated, and I don't mean fired. It appears that Holder's assassins failed."

"And that's what drove this Lerner to go over to the Skull?" Sam asked.

"That and the fact that he's insane," Sharon replied. Hawkeye was unconvinced.

"I still think Holder smells fishy."

"Like the seafood market on Boston bay," Sharon offered. "Holder is a lot of things, Avenger, most of them bad. But not the kind of bad that makes a person side with a nightmare like the Skull. Holder's house of cards is already beginning to crumble. Early this morning, he resigned as head of the NSA."

"Is that supposed to a win for our side?" Sam asked. "He needs to be held accountable, along with all of his people. I want the man to do time."

"Agreed," Sharon said. "But right now, our main concern is Steve. Hopefully, the information I supplied Doctor Pym yesterday will help undo the damage Holder's people have done. But until Steve is cured, we need to provide him backup and protection."

"Protection?" Hawkeye blurted. "You sure you really know the man? Cap won't stand for having any babysitters, sick or not. He'd kick our asses for even talking about it."

Sharon nodded, looking at Hawkeye with her best sardonic smile. "I'm aware of that. That's why we're going to be discreet. You know, 'tippy-toe spy bullshit'?" Hawkeye grinned, taking his lumps in good fashion as Sharon went on.

"In the six months since his illness was discovered, Steve has refused to slow down or curtail his activities in any way. The man gives the phrase 'mule headed' a whole new meaning. That's why I propose that we form a small, covert cell, separate from the Avenges. We need to be able to act freely and quickly when the Skull strikes. Because sick or not, Captain America will be in the thick of it. And I won't allow him to stand alone."

"The Avenges will never let that happen," Hawkeye said. "We'll always have his back. Always."

"Really? Then explain this to me, Hawkeye. Where were the Avengers the last time the Skull struck?"

"We were there."

"Yes—for the aftermath, the mop-up. What about the start of the offensive?"

"Well…there was another emergency at the time, I think. Yeah, that problem on the NASA space station. We were dealing with that."

"And the time before? Where were you then?" Sharon pinned the archer with a sharp look. He had no reply. "The Skull has mounted five major operations in the past fifteen years. Five plays for power, each time pushing the world to the brink of disaster. And each time, all of the big players—the Avengers, the FF, the X-Men, SHIELD, along with the entire US armed forces and other world powers—were all occupied with some other crisis. Pretty convenient for the Skull, wouldn't you say?"

Sharon pulled up a new file on the computer. Clint and Sam read the data, dumfounded.

"The prevailing wisdom is that Hydra was merely being opportunistic, taking advantage of unrelated events in order to maximize their chances for success. I disagree. I think Hydra was behind each of these events; the disaster on the space station; the revolution in Iraq; the near overthrow of Doom in Latveria; the nuclear standoff with Russia ten years ago; the anthrax scare. Even 911 has the Skull's fingerprints on it."

"Read that on the internet," Hawkeye said. "Bunch of crazy conspiracy nuts."

"Even the nuts get it right once and awhile," Sharon replied. "Nothing is too audacious for Schmidt to attempt. After the war, the US poured through the Nazi records. The man is a genius, tested off the charts on strategic planning. He's also a sociopath, with an unrivaled talent for death, terror and mayhem. Every time he's struck, the Avengers have been embroiled in some other problem—usually on the far side of the globe. And each time, Captain America was somehow separated from the team. Each time. That's not a coincidence. Schmidt planned it that way. His ego demands that Cap be humbled. It's not enough to just kill him; the Skull must prove his superiority over Captain America, for the entire world to see."

"She's right," Sam said. "I've seen the Skull up close, watched him as he and Cap fought. His obsession, his hatred…it's what drives him. I think he'd trade the world and everything in it for one clean victory over Cap. He's had opportunities to kill him. He's never taken them. He wants to beat him. He needs it."

"Ok," Hawkeye said. "I'm convinced. We form a group. Keep it small, people who can peel off from the main body of the Avengers. I'm in."

"Good," Sharon said. "…I think."

She picked up two files from the desk, handing them to the others.

"You'll find everything we've just covered—and more—in these dossiers. Familiarize yourself with this info. If you have any questions, we can discuss it tonight."

Hawkeye lifted up the file, a dubious look on his face. "Jeez. Kind of thick. Couldn't you just do up a 'Cliff's Notes' on this stuff? Or maybe put it on DVD? I'm not much of a reader."

Sharon put her hand to her head, massaging her temple. "Barton, how in God's name did you ever make it into the Avengers?"

Hawkeye laughed. "Relax blondie, I'm just yankin' your chain. Don't get your panties in a bunch."

Sharon looked at Sam.

"Honest," Sam said. "He grows on you."

"Yes, I'm sure all his female friends find him charming."

"Ha! Don't kid yourself sweetheart. The ladies love the Hawk."

"On that stomach churning note, I take my leave." Sharon checked her watch. "Let's meet back here at midnight." The two men nodded in agreement. As Sharon reached the door, Hawkeye called out.

"Where are you off to Carter?"

"New Jersey. I have a meeting with the Evil Boll Weevil. He hates if you're late."

With a quick smile, Sharon Carter was in her car and gone. Clint turned to Sam, mystified.

"The Evil Bo..? You ever hear of this guy?" Sam shrugged his shoulders, blankly. The Avenger called Hawkeye scratched his head. "Huh. Leave it to Jersey to have such a lame sounding super-guy."

Back in Avengers Mansion, Steve's meeting with Hank was underway. Hank had just broken the news to Steve about the truth concerning his illness. He had been dreading this, expecting Steve to be shattered by the revelation. Instead, to Hank's surprise, he seemed to take it in stride.

"I feel like a fool for not suspecting something like this," Steve said mater-of-factly. "Holder's been obsessed with me from day one of my return. My radar should have gone up when he was so quick to offer his services to help me—at a price, of course. In hindsight, he seemed remarkably unsurprised by the news of my illness. Now I know why."

"I thought you might take this all a bit harder," Hank said. "Frankly, _I've_ taken it pretty dammed hard. This plot against you was utterly despicable. It's more than just illegal; it's immoral. Maybe I'm being naïve, but I still can't believe that our own government was responsible."

"Holder's not the government Hank. The people are. A good friend of mine told me that, and she was right. Sometimes we lose the reigns to people like Holder, people who overreach, who twist and even break the law. We lose our way sometimes, as a nation. But we always find it again. Don't let this sour you on your country."

Hank smiled and shook his head. "Now _you're_ consoling _me_. But if it's ok with you, I'm still going to be furious over this thing."

"What, you think I'm not? Believe me, I intend to see Holder brought up on charges. Frankly, if he were here in this room right now? I'm not sure I could restrain myself from breaking his neck. But I prefer to concentrate on the positive. So you really think this cure is going to work?"

"I'm very hopeful. It's clear that keeping you alive was always part of Holders plan—once he had what he wanted, that is."

Hank picked up his I-Pad and patched into the laboratory computer. He checked the readings, shaking his head in reluctant admiration.

"Their plan was brilliant, much as it pains me to admit. They used your own DNA against you. That's why it's been impossible to pin down what was happening. There was no foreign agent, no virus to isolate or target…just a mutated sample of your own genetic material. This 'bad' DNA has been over-writing your own DNA, or at least, it's been attempting to. Your immune system has been fighting it all along. But the DNA they created is insidious, constantly seeking new pathways. It was ingenious. No way to spot it."

'But now you can shut it down?" Steve asked.

"Yes. Holder's people created a counter agent—a specifically designed molecular compound which will shut down the 'bad' DNA. But before we rush into anything, I want to run a full battery of tests. The diagnostic computer's working on it right now. We have to be absolutely positive that Holders formula is safe. We're only going to have one shot at this, so we have to make it count."

"When will we know?"

"Should have the results in about ten hours. But I'll want to review the findings with Reed and Henry McCoy. You just need to hold on a little while longer, Steve."

Steve smiled at Hank's advice. "You took the words right out of my mouth."

On his way out of the exam room, Steve ran into Jan, who gave him a big hug.

"Hank tells me he's on to a cure. It's wonderful news."

"It sounds encouraging," Steve offered. Jan pulled back.

"You don't _sound_ encouraged."

"Let's just say that I'm guardedly optimistic. Hank is still running tests. Let's wait and see what he finds before we throw any parties."

"Well I'm hopeful, anyway," Jan offered. "Steve, people have been rolling in all morning. Most of the current team is here and a lot of reservists, too. Everyone is asking if they can see you."

Steve shook his head, exasperated. "Jan, not now, please."

"You can't put this off forever. These are your teammates, your friends."

"I know. I'll do it soon, I promise. Maybe tomorrow, before Hank is ready for me. But just not right now. Tell them I'm tired, that I need some rest."

"Ok," she said. "That's not exactly a lie, either. You look rough."

"I feel rough. Probably the flu. I've forgotten what it's like being sick. Maybe this is karma; seventy years of colds catching up with me."

Jan grabbed her com-link and punched in a message. "I just texted Jarvis to send you some of his chicken soup," she said. "Go see if you can get some rest."

Jan stretched up on her toes and planted a kiss on Steve's cheek. "It _is_ good news, Steve. I just know it."

Steve squeezed her hand and smiled. Jan's optimism was touching. It would accomplish nothing to douse that optimism by telling her of the growing certainty he felt, as true as the tide, that he would not win this battle. He was not conceding the fight—that he would never do. Maybe Hank _would_ cure this thing. God knows Captain America had beaten the odds before. Cheating death was part and parcel of being a superhero. But this was real life, not a Saturday morning adventure serial. Buck Rogers always lived to fight another day, but _Steve_ Rogers was fast running out of days. This certainty was beginning pool in the deep recesses of his heart, where the truth like to hunker. But it would serve nothing to tell Jan this, so he merely smiled and headed to his quarters.

When he arrived, Steve found a crock of chicken soup waiting at the door (how Jarvis managed to whip it together so fast was a mystery. Steve often suspected that the man must have superpowers himself). He put it in the fridge for later and hit the sack. He grabbed a book from the nightstand, 'The Temple of the Moon', and began to read. By the middle of the third chapter, heaviness settled over his eyes. Steve drifted off to sleep, still searching for some clue, some scrap of information that would help him defeat the Red Skull. The secret was eluding him.

Hydra Base Alpha-1

Viper sat in silence. Without appearing to, she kept a watchful eye on Hydra's Supreme Commander, a talent she had perfected over the past four years. His mood after meeting with Lerner had been foul, but now, after viewing Captain America's press conference, the Skull was as quiet and morose as a fresh grave. Dealing with him at times such as these required the utmost skill and tact, as a poorly chosen word could mean death. For more than an hour, Viper watched as he sat motionless, replaying again and again the footage of the news conference.

_"…To the people I fought last night—to all those who seek to do evil and enforce their will on others—I say this; my fight goes on. I will oppose you to my dying day. When I fall, others will rise and take my place. We will not cower in fear. We will not surrender. We will not stop until victory is ours…"_

Again the Skull moved his hand to the controller, to replay the speech. Viper judged that the time was finally right to speak.

"You knew it could not remain secret forever," she said. The Skull's finger lingered over the button and he turned to look at her.

"Yes. But I did not think it would be so soon. He is a private man. I thought he would keep his silence for as long as possible. Again, he has surprised me."

"Perhaps it is better this way. Now there can be no doubt as to the truth."

"There was no doubt. I knew that he was dying. I had seen it."

The Skull stabbed at the controller, turning off the video monitor. Viper smiled inwardly; her judgment was correct. The Skull stood up from the table, where his dinner laid untouched. Viper's own plate was equally intact as she listened to him muse.

"In retrospect, I should have known. It is not in his nature to deceive. In this, my brother and I are much alike." The Skull smiled at Vipers unconcealed skepticism. "You doubt me?"

"Nothing so harsh. But…I know you. Your plans are sublime and cunning. I would think that is your true nature."

"Deception is a tool I employ, as do all prudent leaders. But I do not lie about my true nature, nor do I deny my destiny. Here my brother and I differ. He blinds himself to the fact that we are—both of us—superior beings. Born to rule as surely as the cattle are born to die. Nature births only a few such as we, and our coming marks the beginning of a new epoch."

Viper poured fresh wine, her expression innocent as she spoke. "Undoubtedly, all that you say is true. I would never dream of questioning your wisdom. Yet I do not understand why you insist on placing him on the same level as yourself. He is formidable, I grant you; a great fighter, a leader who inspires confidence. And it is true that he has often blocked you where no other could manage—"

"You say that with some satisfaction," the Skull intoned.

"Not at all. I merely acknowledge your own pronouncement. Captain America is a formidable adversary…but still far below your station. Look at all you have created," Viper said, sweeping her arm around her. "Think of all you soon _will_ accomplish. You are a god among men. He pales against your brilliance."

"Flattery, my dear," the Skull said, taking the offered glass. "How artfully you coat your poison in words of sweet honey. What man could resist your fatal charms?"

"But you are no mere man."

"True." The Skull drained his wine. "However, neither is my brother. You underestimate him. You call him formidable. I tell you he is more. He is possibly the greatest warrior this world has ever know—a gifted strategist, and a tactical genius. In unarmed combat, he is without compare. You call him a leader of men. I tell you, had he but stretched out his hand, the reins of power would be his. The American people would have fallen over themselves to elect him their ruler. What a conqueror he would have made, with the might of the capitalist juggernaut behind him. But my brother denied his true calling. It was his fate—his duty—to command…but he preferred the comforting illusions of freedom and equality. Equality! How laughable. He has no equal."

"Except for yourself, surely?"

"Surely," the Skull said, pinning her with an icy look. "What a sly one you are, my dear. It was wise to bring you into my counsel. But I sometimes wonder where you're true loyalties lie."

"I have never deceived you, Johan," Viper said, using his given name, something she rarely did. It had the effect of drawing his deepest attention. "I want power. And I will take it, when and where I can. However, I recognize that you are the strongest. This world will be yours, and I am not foolish enough to oppose you for it. For your part, you are wise enough to realize my value to your plans. We are good for each other. Those are not honeyed words, nor am I being sly. I will be as loyal to you as you are to me."

The Skull bowed to her. She had outfoxed him with those final words, and they both knew it. He picked up the controller, reactivating the video screen, linking it to the Hydra communication grid.

"Do you wish to be alone?" she asked.

"…No. Stay. I am about to check the progress of the new compound. It must be completed soon, if I am to welcome my brother properly. After that, I want you to reach out to those prized contacts of yours. Our Asian confederates must be notified; the countdown is on."

Viper's eyes grew wide. She walked to the Skulls side, smiling rapaciously. "So you have set the time?"

"Yes. God created the world in six days. I will re-create it in five." The Skull stood stock still as he spoke those words, and it gave Viper the impression that he was posing for his likeness to be carved in marble. She could picture many such likenesses being placed on every city corner and in every town square. Banners would hang from government buildings and standards would fly in every thoroughfare, proclaiming the New World Order. The Skull had an entire division dedicated to the task of re-educating the world. It would dwarf the egotistical propaganda of Hitler, Stalin, Mao, and all past dictators combined. Viper found it repulsive and alluring in equal measure. The Skull turned to face her, pulling her against his body.

"That which you dream of is almost yours, my dear. So long as you do not fail to deliver as promised."

"I will not fail."

"Good. Let us seal our pact with a kiss."

Viper pressed her warm lips against the stony coldness of his face. The heat within her breast spread like liquid fire, fueling a lust that knew no bounds. Power was almost hers.


	17. Chapter 17 Deadlines

_**Deadlines**_

October 14th

Avengers Mansion

Steve awoke feeling better. There seemed to be no lingering weakness, and he took it as a good sign. He was shocked at the time, nearly two in the morning. This sleeping for hours on end was perhaps the most disturbing change brought about by the illness. He could gut out the pain, that was easy enough. He could even deal with everyone's well-meaning sympathy and doting (excruciating at times, but manageable). But this sleep thing was another matter. Time was becoming an increasingly more precious commodity and he was going to have to do a better job of managing it. Steve didn't own an alarm clock, never really needed one. Even as a boy, he could always depend on his own internal body clock. If he needed to awake at a certain time, he just did. Those days seemed to be over. His body now needed more sleep—and it was taking it when it could get it.

As he sat up, something fell from the bed. It was Sir Richard's book. It reminded Steve of everything he meant to accomplish yesterday. Then he remembered Jackie. He reached for the phone, dialing the number without a moment's hesitation. Surprisingly, it was Jackie who answered, catching Steve off guard. The weakness in her voice was wrenching, but he soon realized that, though weak, she was still clear of mind. Time and illness had not yet robber her of herself, and for that he said a silent prayer of thanks.

The conversation was honest and open. Jackie wasted no time in telling him the truth about her health and Steve held nothing back of his own news. It was painful but cleansing. Telling lies—even lies of omission—was poisonous to his system.

"I'm sorry," Steve said, cradling the phone. "I've made a mess of things."

"Don't Steven," he heard Jackie say. He could picture her face as she spoke, the strength of her spirit shining through the frailty of her flesh. Still the woman he had loved so long ago and loved still. "Don't lets waste anymore time with regrets. Please."

"You're right. But you're positive that you're ok? I can be there in a few hours if you need me."

"If you really want to help me, then stay. You've a chance to be cured. Don't waste it. Promise me you will stay."

"All right, I promise. But just as soon as Hank is done, I'm coming over."

"There's no need to rush. I'm well cared for. Emily is staying with me."

Steve brightened at that news. "Emily? That's wonderful. How is she?"

There was a moment of silence. After all of their open talk, this sudden quiet felt wrong. "What is it, Jackie?" Steve asked. "Is...everything all right? There's no problem with Emily, is there?"

"No, she is fine. It's just…Oh, let's not discuss this now, over the phone. Do come Steve, when you can. There are still things to be said. But not over the phone, please."

"I'll come as soon as I can. But you're sure everything is ok?"

"Yes, truly it is. Emily is looking forward to seeing you again. She's very fond of you. You do care for her, don't you?"

"…Well of course I do. She's a wonderful girl."

"That's good," Jackie said with warmth. "You are the two most important people in my life. I am glad you both care for one another. I love you so, both of you."

Jackie's voice had grown tired and Steve felt it was time to let her rest. "We'll talk again soon," he said. "Get some rest Jackie."

Jackie said goodbye and Steve hung up. He felt like a new man. If he lived for another fifty years, or for just one more day, he would never waste a moment of that precious time lying. It didn't work. Eventually, the truth comes out anyway. Trying to protect the people you care for by deceiving them was a fool's game. It didn't work.

Steve went to stand, and it was only then that he realized he was still wearing his uniform. He _must_ have been tired. He never slept in his uniform—a few times during the war, maybe, but very rarely. His mask was still on… even his boots! He could just imagine what Aunt Penny would say about that. How many times had she given him an ear-full for walking across her freshly mopped kitchen floor with his work boots still on? He smiled to think about it. Penny was a good woman, as his mother had been. Hard working, as most farmers' wives were, with a bright mind, a quick wit… and a tongue that was a little too sharp sometimes. But very kind. He thought of Uncle Mike, so much like his brother Joseph, Steve's father. Yet so very different. Not a drinker. Mike was thoughtful and soft spoken like Steve's father had been, but stronger in character, steadfast, where his father had been quick to give in to melancholy and discouragement. His poor, lonely, lost father, never quite able to meet life on its own terms. Uncle Mike had shown Steve what was possible if a man held true to his principles. He'd taught him the value of hard work and honesty. Mike and Penny Rogers had opened their home and their hearts to him at the lowest point in his young life. It was impossible to imagine how things might have gone without their love and support. Steve thought of the words he had spoken at the press conference, and how very true they were. His really _had_ been a blessed life.

He walked to the small kitchen area of his quarters and opened the fridge. There wasn't much to choose. There was Jarvis's chicken soup, but that wasn't really doing it for him. There was the energy supplements Hank had given him—but that was definitely out. He had tried one of the pills yesterday before the press conference. The term 'barely edible' came to mind. Steve closed the fridge, slung his shield across his back and slipped quietly out of the room.

At the bottom of the stairs, he heard the sound of voices coming from the direction of the kitchen. When the Mansion was filled with people as it was now, the kitchen became an all-night diner. Hordes of hungry Avengers would be traipsing in and out all night long and Steve wasn't ready to face them yet. He headed down the hall, away from the kitchen, to the walkway. He stepped onto the moving conveyor and was soon whisked down the subterranean tunnel that led out of the mansion, out to the runway tarmac. Jameson and his crew had a small kitchen in the hanger. He should be able to scrounge up some chow there.

It was a cool but pleasant night, as New York was being treated to a real Indian summer. Steve slipped off his mask and his gauntlets, tucking them into his belt. The huge bay of the hanger was open and the lights were on. As he rounded the corner, Steve saw two familiar faces; John Jameson, who was putting in a late night, and Sam. They were huddled in conversation, standing next to the Quinn jet, and hadn't noticed Steve until he called out.

"This a private party, or can anyone join?"

The men looked up, startled, Steve noted. Jameson closed a file he had been holding and set it face-down on a nearby workbench. "You're always welcome out here Cap, you know that," he said. "Sam and I were just shooting the breeze."

Steve nodded. He turned to Sam, who was in uniform. Like Steve, he had his mask off, but he looked the part of a man on a mission, nonetheless. Steve spoke.

"Good to see you partner. I wondered where you were keeping yourself."

"I've been busy. Trying to get a lead on Crossbones and his crew. No luck."

"What about the ones captured after the break-in?"

"The feds have clammed up. Don't even know which agency has them."

"Fury," Steve said.

Sam nodded. "But they won't cop to it."

"I'll check into it, see what I can find."

There was a moment of awkward silence. Jameson broke it by grabbing his jacket from the workbench. Steve noticed him slip the file under his jacket. "Didn't realize the time," he said, looking at his watch. "Christie will read me the riot act if I don't get home soon. Sam, good catching up with you; we'll talk again later."

John turned to Steve. "There's beer and pizza in the fridge if you're hungry." He knew Steve's nocturnal habits well.

"Famous Ray's?"

"_Original_ Famous Ray's," Jameson said, smiling. "Lock up and turn out the lights for me, will you?"

The two men nodded at Jameson, who was quickly in his car and gone. Steve headed towards the kitchen, opening the refrigerator.

"Get you a slice?" Steve asked.

Sam shook his head no. "Take a beer, though."

Steve grabbed two bottles and the pizza box. For a long pass of time, there was silence. They swigged at their bottles, Steve working on the pizza.

"I waited for you," Sam finally said. "Last night—at the hospital. I waited till they said you were going to be ok."

"I know. Jan told me. Close call I had. Glad you were there, Sam."

"Steve, let's not do that thing."

"What thing?"

"That thing where I tell you how I blew it. Nearly got you killed by being off my game. And where you tell me it wasn't my fault and try to reassure me. That thing."

"Ok," Steve said, taking another bite. "All true, though."

"I guess. Hell, I know. Still feels just as bad."

Steve understood that feeling perfectly and didn't argue the point. He reached for a second slice. "I notice you're still suited up," he said through a mouthful of pizza.

"That's right, and I'm staying that way—don't even think about arguing with me. I've already been through it with Akiela. I'm back in on this one, so get used to it."

"What one?"

Sam looked Steve in the eye, a hard no-nonsense glare. "Don't be playing with me. We both know that the Skull is back. That slimy son of a bitch Crossbones is all the proof I needed. I'm back in. If you're worried about me dropping the ball again…"

"I'm not."

"Good. I've got my mind right. And I'm working out the rust. Just like riding a bike, you never really forget."

Steve nodded. "Only, when you fall off of this bike, sometimes you don't get back up again. All I'm saying is you have a family now. You need to think about them."

"I am—every second of every day. I don't want my child growing up in a world with a monster like the Skull roaming loose in it. Or worse, running it. This isn't all about you, Steve. We all have a stake in this fight."

On that note, Steve quietly finished his beer. Sam had won this argument. After a few minutes went by, Steve spoke again.

"So…have you been in touch with her?"

Sam nodded, knowing exactly who he meant. Sharon.

"How is she?" Steve asked.

"Angry. Upset. Ready to take some scalps. About what you'd expect, considering. She wants to see you. Only she doesn't know how it'd go down. She thinks maybe you don't want to see her."

"That isn't so."

"Well why don't you let her know that?"

Steve was silent for a moment. "We had a fight. I said some nasty things to her."

"She told me. Told me she gave it right back to you. She's as sorry about it as you are."

"Maybe it's best if I kept my distance. I only seem to wind up hurting her."

Sam looked at Steve. He set his beer down, a serious look crossing his face. "Steve, you and me are friends, right?"

Steve straightened. "Of course. The best of friends."

"Ok then. I'm playing my 'best friend' card here, so answer me this question and be honest about it. Are you allergic to being happy?"

"What the hell kind of question is that?"

"A serious one. I mean it; do you enjoy being lonely—or are you just stupid? Sharon loves you man. And I know dammed well that you love her, too. Only when things get too close, you push her away, throw up a wall. Did the same thing with Bernie a few years ago—and to any other woman who comes into your life. But especially with Sharon. And I want to know why."

Steve stood there, wanting to turn away. He didn't. "You don't understand," he said. "It's not that easy."

"Nothing worth having ever is," Sam replied. "Damm it man, you have a chance for something with Sharon. Like maybe a life."

"I have a life."

"No. Responsibilities, that's what you have, responsibilities and duty. That's not a life." Sam snatched the mask from Steve's belt and held it up. "This is a lot of things Steve, a lot of good things, things to be proud of. But it's not everything. It's not a life."

"It's…what I have. It's what's left. And I'm ok with that."

"Bullshit."

"Oh, so suddenly you know what I'm feeling inside?"

"About this? Yeah, I do. Look, I know how much she meant to you, your English woman—"

"She has a name! It's Jacqueline!"

Sam eased back, allowing the anger to drain from his friends face. His voice was quiet as he spoke.

"I know. It's a beautiful name. I'm sure she was a beautiful lady. But Steve, you've got to let go of her. If you don't, if you can't let what's in the past stay in the past, then you'll never have a future at all. Sharon is here, right now. She's waited fifteen years for you."

"I never wanted that. I never asked her to do that."

"You didn't have to," Sam fired back. "She loves you. But she can't wait forever. Suppose Hank cures this thing, Steve. What then? You going to stay alone the rest of your life, is that the plan? You think it honors the love you and Jacqueline shared if you spend the rest of your life alone in misery? Don't work that way man. The past is gone."

Steve turned and walked to the edge of the hanger bay, looking out into the dark sky. The near-by East River had put a chill in the air. After a minute of silence, he finally spoke.

"One day, I went to sleep. It was nineteen forty four. Then I wake up, and it's fifty years later. And everything had changed." Steve turned and looked at Sam. His face seemed suddenly old, lined by a deep pain. "Can you possibly understand what that was like?"

"…No," Sam admitted. "I can't."

"And if it had happened to you? Can you honestly tell me that you could have just moved on? Knowing that Akiela was still alive? Because Jackie is still alive, Sam. She's not in the past. She's here, today. The woman I was going to marry. And you stand there and tell me that I need to just let it go. Could you?"

Sam stood there, mute. Finally, he dropped his head. In his hand was Steve's mask. He walked over, handing Steve the cowl like a peace offering. "I don't have any answers," he said. "I only know that it breaks my heart, watching my best friend spend his life alone."

Steve took the mask and held it, the public face of his public life. He wondered, not for the first time, which was the true disguise; this blue scrap of cloth, or his flesh and blood face? He looked up at Sam and for a long time there was silence. Finally, a small smile began to tug at Steve's mouth. "I'm not alone," he said quietly. "Got you, don't I?"

"That's true," Sam said.

"Here's an idea. I'll move in with you and Akiela, have you make up a spare bedroom for me. That way, when we're old and grey, you and I can hang out and play checkers."

"Going to have to charge you rent, you know."

"We can work something out. Maybe I could do the babysitting? Just think, I can tell your grandkids all about the amazing exploits of the Falcon." Steve's smile widened into a wicked grin. "Like the time you apprehended that dangerous up-town burglar. What was her name? Oh yeah, the Black Cat. They'd get a kick out of that story."

"Hey now, you promised to never talk about that. That was years before I even knew Akiela—she don't need to be knowin' all my business. You're going to force me to tell about that time you hooked up with that Diamondback girl. Now that was flat out nasty."

Steve laughed. "Ok. We'll keep it quiet, just stick to the checkers. Deal?"

"Deal," Sam said. He and Steve shook hands on it, and Sam looked up in wonder. "Damm man, you did it; the black-man shake! There's hope for you yet."

Steve laughed again, hard. Sam just shook his head.

"…Captain America," he said reverently. "Soul Brotha' number one."

Across town, Park Avenue

Daniel Covington stepped from the private elevator into the hallway leading to his luxurious penthouse apartment. Nearly fifty, he was fit and trim. His exquisite and understated attire matched his unhurried saunter. It was a look only the entitled could affect. His man Decker trailed behind, inconspicuous as a shadow, impressive for a man his size. Covington turned to his bodyguard.

"Wait here until I'm inside, Richard. After that, you may leave. I won't need you anymore tonight."

"Of course Mister Covington," Decker said. He stopped and stood outside the door, an impenetrable statue of muscle and menace.

Covington stepped inside, loosening his four hundred dollar tie with a smile. Gloria was away for the weekend, attending yet another charity event in the Hamptons. How his wife loved the underprivileged. Their plight always made for the best parties.

Daniel had been looking forward to tonight all week. Anna would be waiting for him in the bedroom. Anna; so young and so talented. After the week he had had, Daniel needed a little diversion. It wasn't easy being one of the Masters of the Universe, running the industries that run the country that runs the world. Daniel deserved his reward. And Anna was very rewarding. And so very, very young. He could hear her in the other room, and his eagerness grew.

"I hope you brought your toys," Daniel called out, fixing himself a drink. "I'm in the mood to play."

Just then, the bedroom door swung open. Daniel dropped his drink. Standing in the shadowy doorway was a man, dressed in a garish blue and purple outfit.

"Oh I never go anywhere without my toys," the man said, holding what looked like a bow and arrow in his hands.

"Richard!" Daniel screamed. "Get in here!"

The front door burst open. Decker filled the space, revolver in hand. In the blink of an eye, an arrow struck him. It didn't pierce him; instead, the arrow seemed to collapse into a bundle of wires. A bright arc of electricity crackled through Decker and he dropped to the floor like a stone.

"Richard! Get up, damm you!"

"Save it, Covington. King Kong there is sleepy-bye. Not even all that cocaine I found in your dresser could wake him up right now."

The man stepped out into the light, and Daniel stared at him in shock. "You're that Avenger," he said. "You're Bullseye. What do you want with me?"

"The name's Hawkeye, dipwad," the archer fumed. "Bullseye pitches for the opposition. But hey, I'd much rather talk about you, Danny. Quite a night you had on tap; coke, ecstasy, Viagra…" Hawkeye tossed a large Ziploc bag to Covington. It was filled with drugs and paraphernalia. "You're a regular party monster."

"I…I've never seen this before in my life."

"What about that underage hooker I sent packing, ever see her before?" The archer shook his head, tisking in disapproval. "What was she Danny, fifteen? I imagine the Wall Street Journal would love this story. Not to mention the police."

"You're trying to blackmail me? What kind of a superhero are you?"

"The kind you don't want to know. I don't play well with others, Danny," Hawkeye said, grinning. "Especially not a corporate sleaze-bag like you. I want information. What does Brand Laboratories have its dirty little fingers into that brought Hydra sniffing around your back door?"

Covington's face drained of color. "We're co-operating with the police on that matter."

"Yeah, well I'm not the police. Answer my question."

"We were the victims here, Avenger. Hydra is a bunch of criminal terrorists— they're the ones you should be going after, not innocent businessmen like me. Go ask them."

Hawkeye slung the bow over his chest and walked over to Covington, stopping inches from the man. "Oh, I'm going to ask them, don't you worry. But right now, I'm asking you. And if you don't start talking soon, I'm going to make you front page news all over town." He snatched the bag of drugs from Covington's hand, holding them up.

"This is a farce," Daniel sneered, the threat having revived his nerve. "I won't stand for this harassment, do you hear me? You don't have a lick of evidence linking me to those drugs—it's your word against mine. I'm one of the richest men in the country…and you're a clown in a circus costume. Go ahead Avenger, call the police. I want to press charges. I'm going to sue you and your little superhero club into the Stone Age," he said, laughing.

Hawkeye thought for a moment. Then he popped Covington with a sharp right hook. He fell, out like a light.

"Time for plan B," Hawkeye said, hefting the man over his shoulder.

Daniel awoke slowly. His jaw ached and he was freezing cold. He opened his eyes with an effort.

"…What the hell?"

He was outside, on his rooftop patio, propped against a brick wall. His arms and legs were spread out, bound at the wrists and ankles, and he was stripped to his silk boxers. Daniel looked up, and saw him.

"Hey there Danny," Hawkeye said from across the terraced rooftop, some thirty yards away. "Figured a change of scenery might jog your memory. So let's try this again. What are you people into over at Brand?"

Hawkeye pulled an arrow from his quiver and drew it back, pointing it square at Daniel. It was only then that Covington noticed the blindfold Hawkeye was wearing.

"Jesus! No, no!" Daniel shouted through pale, bloodless lips. "Somebody help me!"

"Oh don't be such a cry-baby," Hawkeye said. "It's perfectly safe. This is the first trick they teach you in good old Circus Clown U."

The arrow sliced the night air, striking the wall not a hair away from Daniel's left cheek, so close he could taste the brick dust. Covington shrieked in terror. "Oh God oh God oh God! Somebody help me! He's crazy! Help me!"

Hawkeye began to sing out, merrily, like a drunken pub-crawler.

"_Oh Danny Boy, the pipes, the pipes are calling_…"

He gently notched a second arrow.

"_From Glen to Glen and down the mountainside_…"

With a quiet twang, the arrow took flight. This one struck to the right of Covington's face, pinning his head between the two shafts.

"Please God! I, I…I don't know what they wanted! Please believe me!"

"I'd like to believe you Danny, I really, really would. But the superhero guidebook is very clear on this point; never take the word of a mobster, an evil scientist, or a scuzball Wall Street tycoon. My hands are tied."

Hawkeye pulled a third, gleaming arrow, holding it up. "I call this one the 'mangler'. Now pay close attention Danny…"

The arrowhead was a large steel cylinder, as big around as a silver dollar, and it glittered, revealing a saw-toothed edge. Hawkeye gave a twist and the device came alive, whirling with a high-pitched whine, like a dentist drill on steroids.

"How tall are you, Danny? 'Bout five ten?" Hawkeye asked. He lowered his aim. With mounting horror, the Brand CEO plotted the trajectory of that arrow; its point of terminus was approximately six inches below his waistband. Hawkeye smiled.

"Try not to droop."

The arrow shot forward. Covington closed his eyes and screamed. He could feel the night air through the hole made in his boxers. It had missed, by how little he dared not imagine. The arrow continued to spin, burrowing through the brick, and Covington's bladder released.

"I'll tell you! I'll tell you! Only don't do that again, please!"

"Then spill it," Hawkeye said, ripping a forth arrow from his quiver. "Make it good, Danny. It's getting hard to keep missing like this."

"Oh God, the Queens lab… they, they do specialized work. Cutting edge genetics. They've been working on pair-bonding, gene-splicing, RNA and DNA reconstitution…"

"In English," Hawkeye said, drawing the arrow back.

"Cloning! They're working on human cloning. We were approached by another organization, partnered with them. Their work was brilliant, far ahead of anything our people had ever seen. But they needed help. We didn't know it was Hydra, I swear to God! Once we knew, we, we, tried to back out. They wouldn't let us. That's why the robbery, to get their material," Covington babbled. "They've threatened my life…that's why I had to get a bodyguard. I had to co-operate, I had no choice!"

Hawkeye let the bow go slack, ripping the blindfold off. With a quick touch to the side of his mask, the inferred switched off from his lenses, which had allowed him to see.

"You have Hydra threatening your life, and you think Lou Ferigno with a gun is going to keep you safe? Take my advice Danny, go to the Fed's in the morning and cop a plea. Have 'em put you into protective custody. You might even live long enough to see the first pitch of the World Series."

Hawkeye walked over to the wall where Daniel was tied. Using a small knife from his boot, he sliced through the nylon cords and Covington fell. Hawkeye twisted the feathered end of the last arrow he had fired. The saw went into reverse, freeing itself from the wall. With a disgusted look, Hawkeye dropped the shaft next to Covington.

"That was a perfectly good arrow you ruined. Would it be too much for you to have it cleaned and pressed? Just have it sent to my superhero club."

The archer took a small controller from his belt, pressing in a command. Instantly, his sky-cycle came hovering up over the ledge of the roof. He jumped on, turning to face Covington, who was dripping in the cold night air.

"Don't let me catch you with an under-aged girl again, Danny. Next time, I won't be so friendly."

And Hawkeye was gone.


	18. Chapter 18 MODOK

_**Modok**_

October 15th

Hydra Base Alpha-1

Rumlow approached the Lab uneasily. Place gave him the creeps. Lerner gave him the creeps too, only more so. Fear wasn't something Crossbones would ever cop to, it was bad for the image. But Lerner made him very, very uneasy. Still, the man had the goods, had to give him that. And Brock Rumlow never let a little unease stop him from getting what he wanted.

As he stepped into the sterilizing field, a voice from behind the glass panel called out. "You must first remove your weapons, agent Crossbones. All of them please."

Shit. Every time he forgot that. He began un-doing his harnesses and snaps. He hated being unarmed. Finished, he stepped back into the sterilizing field. The process took thirty seconds.

"Sterilization complete. You may pick up your weapons when you leave."

"You got a sexy little voice on you sweetheart," Rumlow said. He was pretty sure the voice belonged to a woman. Hard to tell over the intercom. "Why don't you come over to my quarters tonight? I'll show you my real weapon."

There was no reply. Rumlow laughed and walked into the Lab. He was feeling better already.

The place was more factory than lab, huge, big as Penn station. The antiseptic smell was the worst part—like a hospital, so clean it stunk. He looked at the vast rows of steel and glass boxes. Incubation Pods, Lerner called them, hundreds of the spooky bastards. It worried Rumlow, what these things were cooking up. They threatened to push him aside, make him obsolete. And they were going to happen. They were the Skull's number one obsession these days. So Rumlow was just going to have to figure some way to get an edge on them. Just then, he spotted Lerner.

"Doc, you got a minute?"

"I'm afraid not," said Lerner.

"But perhaps I can help," said Lerner, from behind him.

"Jesus doc, I asked you not to do that. Don't you know how weird that is?"

"Actually…no. Why does it bother you?"

"'Cause it just does! It's freakin' weird. It ain't natural."

"I can assure you, it is extremely beneficial."

The other doctor Lerner nodded in agreement. "Perhaps you should try it, Mister Rumlow. In your line of work, Advanced Individualized Multiplicity would be quite advantageous. A.I.M. represents the future of mankind, after all."

"…Yeah, maybe next time. Look, what I really want to talk to you about is giving me a little more bang. You know, upping my juice again."

"Mister Rumlow, we talked about this last time. We are at the safe limit of your performance enhancement program as it is. I cannot increase the potency without serious health risks."

"I just need a little, doc, that's all I'm asking. I…I went up against the big A the other night."

"Oh? How did you fare against the Captain? This is your first encounter with him since beginning the new formula I believe."

"Almost aced the bastard," Rumlow said, a self-satisfied smile spreading out beneath his mask. Then he reluctantly went on. "But that's only 'cause he passed out. He got in one punch and I knew. I'm still not a match for him."

"Yes, his fighting skills are extraordinary."

"So are mine," Rumlow said, angrily.

"Of course. Your position as Hydra's top solider is proof of that. You are certainly one of the most formidable combatants in the world…but then, Captain America is generally acknowledged to be _the_ most formidable, isn't he?"

"Yeah, he's good. Real good. But I have an edge. Cappy's gotten soft in his old age, got a thing about killing. Me? I'm an artist. If murder was paint, I'd be Picasso. I can take him," Crossbones said, smashing his fist into his hand. "But I need more power! The sonofabitch is still stronger than me."

"That is not surprising," Lerner said, checking the dial on a nearby Incubation Pod. After imputing some information on the computer station, he turned to Rumlow. "Captain America represents the peak of human potential. His strength, his speed, his reflexes and balance, his visual acuity and other senses, are all developed to the highest degree possible. He is, quite simply, the perfect human."

"If he's so perfect, why is he sick all of a sudden? I heard him at that press conference. He's got some disease or something."

"That is no fault of the Captains. He was deliberately made ill. The serum which created him remains perfect."

"Yeah, well I want what he's got. You can do that for me doc, I know you can."

"I have tried. To date, you represent my greatest success. Your strength exceeds that of even the top athletes using the most powerful steroids. You are far superior to any normal human, Mister Rumlow."

"Well I want more!"

Lerner looked down at the lapels of his lab coat, balled up in Crossbones huge fists.

"I'm sorry, doc," Rumlow said, releasing his grip. "It's just that we're down to crunch time, you know? Operation Vanguard is just days away. And I need an edge. I don't mind the risks, just help me out here."

"It is against my better judgment. After all, I do have certain obligations to you as your physician. But…"

"Alright! I knew you could do it doc!"

"A ten percent boost in the dosage. Ten percent—that is the absolute limit, Mister Rumlow."

"Hey, ten percent, got you. That's cool by me doc."

"And I insist that you cycle off that dosage starting six weeks from today. I will not budge on that stipulation."

"That's perfect, takes me right through Vanguard. When do we start?"

Lerner checked his personal planner. "Your next scheduled dosage is tomorrow. We will begin then. I will see you at eight am."

"Ha! My man doc Lerner!"

Crossbones headed out of the lab.

"I still council you to consider my multiplicity treatment," Lerner called out. "I am certain you would find it highly efficient."

"Yeah, well…just let me sleep on that, would you Doc?" Crossbones said, eager to get out of the nut house.

After retrieving his weapons, Crossbones stopped in at the training complex. His troopers were going through drills and he observed their maneuvers. For the most part, his men (two were women) preformed well within specks. Often perfect. But there were glitches. He stopped things on a few occasions, to make corrections. His manner was mostly positive—with it this close to the actual mission, now was no time for tearing down. Better to build up. However, when he observed one of his advanced troopers bungling a simple attack from the rear, Rumlow blew his stack.

"Christ! What was that Kluge? Come over here!"

Hans Kluge came over, as ordered, standing in front of Crossbones. Kluge was a large man, six two, two hundred and fifty pounds, but he was dwarfed by Rumlow.

"That the kind of shit they teach you in the German Defense Force? 'Cause I sure as hell never taught you that. You never come down over your opponent with a knife attack from the rear. Never! You come up and under."

"I know, but in this instance I—"

"I don't want to hear it! Up and under, always! Coming over the top like you did, two things can go wrong. First, it gives your opponent a second of warning. A second! That's an eternity on the battlefield. He might be able to block, or call out for help, or evade the strike altogether. Second reason you never do it, is this-"

Rumlow slammed his fist into the center of the mans chest. The blow was hard, and it hammered the wind from Kluge, who staggered back several paces.

"That's your breast bone. Ever try to drive a knife though a man's breastbone? It's dammed hard to do. Up and under," Rumlow demonstrated in the air. "The soft underbelly, unprotected."

The look on Kluge's face was petulant and stubborn. It set Rumlow off. "All right," he said, "try it your way, on me, right now."

"…On you?"

"Yes Goddamn it! From behind, just like you did a minute ago." 'Bones turned his back to the man. "I want you to go full speed."

For a long moment, Kluge stood perfectly still, as Crossbones waited. Then he jumped to action, launching a vicious over-hand attack, with nothing held back. As his arm came swinging down, Crossbones caught it by the wrist. He flipped Kluge over his shoulder, slamming him to the ground—hard. He twisted the man's wrist violently, forcing the knife from his hand.

"You see what a fluster-cluck that was Kluge?"

"…Yes," the man said, slowly picking himself up from the ground. "Against someone with your size and strength."

"Got nothing to do with it. It's all a matter of technique," 'Bones said. Just then, he noticed a man crossing above him, on the skywalk. Rumlow called out:

"Mister Kline! Can I borrow a second of your time?"

"I'm in a hurry agent Rumlow. Make it quick."

"Mister Kline is an intelligence officer, Section Chief for sector 1-A. He used to be the intel-officer for our strike teams. Chief, how long has it been since you last did any field work?"

"Two years, three months."

"Can you please tell these sorry-assed troopers of mine the correct way to perform a knife attack from a rear position?"

"Up and under."

Crossbones spun around to face his men, roaring. "You hear that? Up and under! If an intelligence officer two years removed from fieldwork can remember that, then I dammed well expect you to remember it! Sergeant Luntz; I want you to drill these men until they get it right. All night, if that's what it takes."

As the troopers formed lines to drill, Rumlow pulled Kluge aside, putting his arm around the man's shoulder. He spoke casually. "I believe in second chances, Kluge. This is yours. I ever catch you eyeballing me like that again I'll break every bone in your body."

Without another word, Rumlow walked away. He hurried to catch up with Kline.

"Chief Kline, thanks for the assist."

Kline nodded, curtly. "Your men going to be ready? Vanguard is just days away."

"My men are razors. Life takers and heartbreakers. Every other division will be eating our smoke."

"That's good," Kline answered, looking at his watch. "I'm late for a meeting. Good luck."

"Hold up a second Klein. Clue me in; the big hush-hush with Captain America… what's the boss have up his sleeve?"  
"Sorry, but that's top secret."

"Hey," Crossbones said, grabbing the man's arm as he turned to go. "That how you show your gratitude? I'm just looking for a little info here. I helped get you where you are today."

"Yes—and being smart is going to keep me here. The Skull has designated this information as strictly need-to-know. Apparently, he doesn't think you need to know. Now let go of my arm."

"Big time now, huh Klein?" Rumlow said with a chuckle. "Well I've seen them come and I've seen them go. Me? I'm a survivor, be around a long time. I'll remember this."

"You've been in a lot of hot water lately, Rumlow. You really want to threaten a superior officer? You're not as indispensable as you like to think."

"Maybe. Maybe not. Be seeing you, Section Chief," Crossbones said, walking away.

Back in the main laboratory, the activity continued to hum along at a steady pace, as close to hurried as scientific work can be without risk of unraveling. Various doctor Lerners were standing strategically positioned to observe the entire floor, offering advice to the dozens of scientists at work. There were a number of brilliant minds besides his own involved in this project. It would be helpful if some of them took the Multiplicity treatment, but none had consented as of yet. Perhaps it would be prudent to make this decision for them, Lerner mused. He had had to make such decision before. They would come to see the benefits of cloning once the matter was done.

Cloning. What an antiquated term! It would soon find its way to the trash heap of retired scientific nomenclature. Multiplicity was a quantum leap forward, as far above mere 'cloning' as the computer was above the abacus. It was the next step in human evolution—eventually the world would come to see that truth. At least some would. Multiplicity was a powerful gift, suitable for only the best and most deserving of the species. Lerner was determined to see that natures harsh-but-necessary rule not be circumvented: survival of the fittest. A grand day was about to dawn for humankind, an age of exponentially increased productivity and achievement, coupled with the ability to extend the lifespan almost indefinitely. Lerner was a modest man by nature, but he could not deny the pride he felt in his work. He had many other ideas on how to improve the human condition. Man no longer had to wait passively for the wheel of evolution to turn; it could now be accelerated, guided. And his would be the guiding hand. What an exciting time to be alive!

Seeing that the work was proceeding on schedule, Lerner walked to the rear of the lab, to a massive door. He placed his hand on a scanner, and a modulated electronic voice responded.

"Identified: Doctor Horatio Linus Lerner, Director of A.I.M. Entry granted."

The door swung open and Lerner stepped into the dark room, the size of a small department store. The door closed behind him, locking softly. The room was separate from the main complex, shielded by four-inch thick titanium steel walls. It had its own power station, its own air and water filtration system and a secure escape hatch. This room housed a prized asset in the Hydra arsenal, and no precaution had been spared.

There were bits of light in the darkness; phosphorescent dials, computer screens in sleep mode, glowing bundles of fiber optic cable, and power couplings, faintly illuminating the room in shadows of red and green. Lerner could see well enough, so he kept the overhead lights off. It was less distressing to Modok this way. He found his way to the control panel and took a seat.

Others had made key contributions to this project, but as was so often the case, it was Lerner who had made the difference. Modok was a crowning achievement, and Lerner felt a special closeness to him. It was improper, of course. It behooved a scientist to maintain a certain emotional detachment regarding his test subjects. But it did no good to pretend otherwise; Modok was far more than just another lab specimen. In the truest sense of the word, he was family. After imputing the pass code, a file heading blinked on to the computer screen:

**Hydra Project Delta-Alpha 11, A.I.M. Directive 99-X**

**Modified-Organic/Digital-Organism, Series K.**

**Designation:**

M.O.D.O.K

"Awaiting command," the computer intoned. Lerner bent down to the microphone, speaking softly, like a father awaking his child on Christmas morning.

"Activate the Modok."

Lerner sat back in the chair. It took time for Modok to fully awake. It was difficult for him to integrate his various components. Lerner picked up the psi-helmet, strapping it on. Like many children, Modok was often irritable upon awaking, and the helmet served to protect Lerner's higher brain functions from any stray psionic energy that might be unleashed. Modok's temper tantrums could be deadly.

And so Lerner sat and waited, reading the now familiar dialog as it spooled across the computer screen:

**1 0 00 111 000 100 110 101 001 011 010 00 0 1 11 101 010 101 01 001 001 0 11 1**

**001 000 111 011 100 111 001 01 00 11 100 111 00 001 001 000 111 0 111 10**

**Initializing…**

**Program on line.**

**Systems check….**

**All systems functioning within normal parameters.**

…_Who said that? Who are you_?

**-I am Hydra Project Delta-Alpha Eleven. I am a product of A.I.M.**

…_Hydra? Aim? I… I don't understand._

**-Hydra is the armed forces of the future ruler of the world.**

**-A.I.M. is the technological service of the future ruler of the world.**

_I don't understand. Where are we? It's so… dark._

**-This is the cybernetic space of A.I.M. computer mainframe.**

**-We are here.**

_I don't understand! Who are you?_

**-I am Hydra Project Delta-Alpha Eleven. I am a Product of A.I.M.**

_Stop saying that! Help me! Somebody please help me! Who… who am I?_

**-I am programmed to answer your queries.**

**-There is no help for you.**

**-You were once Isaac Lerner.**

…_Once?_

**-Correct.**

_Then… who am I now?_

**-You no longer exist.**

**-You were once Isaac Lerner…**

**-We are now M.O.D.O.K.**

Lines of static and gibberish began filling the monitor. Screaming, if an emotional response were to be assigned to it. After a time, the static ended. The large metal doors in front of Lerner opened with a pneumatic hiss. There was something behind those doors, something unreal, and horrible to look at. Whether Lerners scientific detachment protected him from distress was a secret even he could not answer.

The thing was seated in a large steel chair, suspended some twenty feet above the ground by a mass of cables and hydraulic lines. A warped parody of a human form. Its body was small, that of a child, perhaps an adolescent. It was sheathed in a garment of molded plastic and gleaming steel, but this formidable attire did not lessen the obvious weakness of those withered limbs, which lay unmoving. Perhaps paralyzed, perhaps merely unnecessary. There were dozens of tubes flowing into and out of the body, gurgling with fluids.

Its head was impossibly large, nearly two meters in diameter. It was supported by a heavy brace, otherwise, it surely would have broken its own neck and fallen from its body. There was a mat of brown hair visible on that head, just beneath a crown of chrome steel rings. On its forehead was a large red crystal, which pulsed with energy.

The face was disturbing; not because it was ugly, which it was, but because of the look of confusion and anger registered on its distorted features. Slowly, a pair of eyes—as large as dinner plates—began to open. They were the most disturbing aspect yet, because they were strangely beautiful; radiant blue irises, floating in clear orbs of brilliant white. Alone, of all Modok's features, it was the eyes that remained familiar and unchanged. If those eyes still recognized him, Learner did not know. He never asked. Modok gazed down at Lerner, and his eyes focused with a furious intelligence.

Lerner smiled and bent to the microphone.

"Good morning son. We have a busy day ahead of us."


	19. Chapter 19 Personal Letters

From the personal correspondence of Jacqueline Hemming—Falsworth,

Duchess of Kenton

My darling girl,

I miss you already. Leaving you this last time was the hardest yet. This war had better end quickly, because soon, I won't be able to leave your side again at all. I pray for that day. It can't come soon enough.

How are things at the Manor? Busy, I'm sure. I know you hate me to nag, but please, be careful. I want you by my side when this dammed war is over. It's what I live for… a future without killing and misery, where we'll be free. No more duty and obligation, just you and I~ together. Surely that's not too much to ask after all that we've given?

You're up to the job; taking command of this mission. You have the training and the experience. Just remember, when dealing with Namor… never show indecision (he'll walk all over you if you do). He's a good man, but a pain in the ass sometimes. You'll need him though, against the forces Von Strucker has assembled. I just wish I could be there, but Ike has issued an urgent command. Something big happening in Norway. Buck and I are in route. As soon as we complete the mission, we'll join the team in France. Hopefully in time for Christmas, which would be the best present I could imagine.

That night is still on my mind. You know what night I mean: the grass was green, the ocean blue, the Cliffs of Dover so white… and you, my dearest, darling girl, were in my arms. When next I see you, it will be with a ring. I'm sorry I can't do this better, the way you deserve… but tell me you'll say "yes". I want our future to start today. I love you with all my heart,

Steven

December 22, 1944


	20. Chapter 20 Family Secrets

_**Family Secrets**_

October 10th, the day Steve Rogers left Falsworth Manor,

Oxford, England

Gwen heard the knock at the door, but ignored it, hoping Emily would answer it. Then came a second knock.

"Em!" Gwen shouted through a mouthful of toothpaste. No answer—probably wearing her headphones. At the third knock, Gwen rinsed her mouth and cinched her bathrobe tight and headed for the door, grumbling. She was late for class as it was, she didn't need this just now. She opened the door, her face registering annoyance, but the look quickly disappeared upon seeing who the caller was.

"…Lady Falsworth!" she said, wiping toothpaste from her cheek. "I'm so sorry for keeping you waiting. I was just—"

"That's perfectly all right, Miss Fellows. It's nice to see you again. Is Emily in?"

"She is. Come in, please. I'll just run get her."

After seating Lady Jacqueline Falsworth in the front room, Gwen ran to Emily's room, not bothering to knock. "Em," she whispered, pulling back the headphones. "It's your Gran, she's here."

"What? You mean here, now?"

"Yes! She's out in the front room," Gwen said, cracking the door open. Emily peaked out.

"Oh my God," she breathed, seeing the Grand Dame sitting there on the settee. A thrill of panic ran through the young woman's heart. "The place is an absolute sty, Gwen! How could you let her in like that?"

Gwen rolled her eyes. "Right, I should have kept her out on the stoop. She's come to see you, Em. Get out there."

"You've got to come with me."

"I can't! I'm way late. If I miss another of Professor Fenton's lectures, I'll be absolutely lost."

"Please Gwen," Emily said, stealing another look. "I can't do it alone."

"Shame on you. It's just your dear old Granny. She's lovely."

"You _would_ think so. She likes you."

"Get out there," Gwen said, rummaging her flat mate's closet, throwing items of clothing at her. "Remember; she's your sweet, dear old Gran, who loves you very much…and also happens to be paying the rent on this place. Do you want to move back to that fleabag on Chelsea Street? Now hurry!"

A minute later, Emily Falsworth stepped into the front room.

"Gran!" she said, embracing the old woman, stooping so that she did not have to get up from the chair. Emily was shocked at how thin and frail Jacqueline seemed, much more so than the last time she had seen her.

"Hello child," Jackie said, kissing her cheek. "You look well. You're hair is a bit shorter, isn't it? It suits you."

Emily nodded yes. She sat down across from Jackie.

"What are you doing here, Gran?" she asked. "I mean, it's lovely to see you, of course, but it's just a shock. Shouldn't you be back at the Manor, getting ready for your party? Oh—happy Birthday, by the way. You did get my card, didn't you?" Emily said, rambling with the nervousness her grandmother always instilled in her.

"Yes, I received it. I was sorry to read that you were unable to come."

"Well, I have classes today, you see," she lied. Her cheeks blushed, a dead giveaway. The Grand Dame could smell a lie like a hound could scent a fox. Just then, Gwen came through the door, bringing a tray of tea and biscuits. Emily said a silent prayer of thanks.

"Here you go ladies," Gwen said, setting the tray on the small table. "Sorry I can't stay, but I'm off to class. Wonderful seeing you again, Lady Falsworth," she added, rushing to the door.

"Miss Fellows, I've told you about that 'Lady Falsworth' nonsense. Call me Jacqueline, or granny, or anything you like. But not Lady, please."

"Ok Granny, I'll try. Take care now," she said, dashing out the door.

"Lovely girl," Jackie said, pouring two cups of tea. She handed one to Emily. "How thoughtful she is."

"Yes," Emily said, feeling the sting of rebuke. "She's a great girl. Sorry about the mess. I was just about to clean when you came. It's not always this bad."

"It's fine. Believe it or not, I was young once myself. Keeping a tidy house was the least of my concerns. Tell me, how are your studies coming along?"

"Good. The work load is a bit tougher in the graduate program, but I'm managing."

"And are you still intent on becoming a teacher?"

"Yes Gran," Emily said, steeling herself. "I want to teach, hopefully become a professor someday. It's an honorable profession."

"Of course it is. It's just that you always wanted to be a doctor."

"Well, I changed my mind. Medicine just wasn't for me. I'm sorry if I disappointed you."

"You haven't. I just don't want you to disappoint your self," Jackie said, sipping her tea. "It's all right to change your mind, so long as you do so for the right reasons. I'd hate to think you left medical school because you didn't believe you were up to it. Don't ever sell yourself short, Emily. You can do anything you put your mind to."

"I know. I'm a Falsworth. Doer's of great things."

"You say that with some derision," Jackie said, setting her cup down. "Are you ashamed of your family name?"

"Ashamed?" Emily replied, surprised. "No Gran, never. A bit daunted, maybe. Lords and Ladies, Prime Ministers and generals. Superheroes, of course. It's just not me, Gran. I don't have any of that in me. I know I've been a disappointment to you, but I can't be something I'm not. I'm not like you. I'm not…great."

Jackie took Emily's hand. "You have never been a disappointment to me, you never could be. But you are mistaken. There is greatness in you."

"Gran, I know you mean well, but you're wrong. After the accident, after mum and dad and Will died, I could feel all that weight on me, the expectations, the attention. But I'm not Will. He was the great one, the athlete, the scholar. The one everybody flocked to. _He_ was the doer. But that just isn't me."

Jackie bowed her head. "If I ever made you feel less than appreciated, less than loved, than I beg you to forgive me. I am a stubborn, willful old fool, who forgets to tell the ones she loves how much they mean to her. And I do love you." A tear came to her eye.

"Oh Gran," Emily said, kneeling at the old woman's side, handing her a tissue. "I love you, too. You've been so good to me, done so much for me. I confess…I _am_ little frightened of you, but I do love you."

"Frightened? Of me? Whatever in the world for?"

Emily laughed. "That look you just gave me, for starters. There isn't a Sergeant-Major in the whole British Army who can give a disapproving stare like you, Gran."

Jackie's expression softened into a slight smile at that. Quietly, she laughed. "I'm a snarling old bulldog sometimes, its true. But don't be fooled by my bark. There's precious little bite in me—not for those I love."

"I know," Emily said, taking her seat again. "But Gran, you still haven't told me why you're here. Why aren't you at the party?"

"I've canceled it."  
"Canceled? But why?"

"Because I wanted to be here with you. With family," Jackie said, warmly. "Oh, the others mean well. Great-great nieces and nephews, distant children of distant cousins. Family in name. I'm a curiosity to them, a figurehead. Then there are the ones I catch eyeing the Manor when they think I'm not looking…as if I would ever let her fall into such hands. I should donate her to the National Trust before I ever let such a thing as that happen. No, you are my true family."

"And very proud to be."

Jackie smiled, a little color coming to her cheeks. "I'm glad you feel that way. I hope it will not change. You are part of me, Emily, a child from my own blood. That is why I've come here today. To tell you the truth about your family. What do you know of your grandfather?"

"Granddad Kenneth? Well, he died so young. Dad told me what he remembered of him, of course. He told me that he was a good man, very kind."

Again, Jackie bowed her head and again the tears came. She blotted her eyes with the tissue. "How that pleases me. He _was_ a good man. He loved me so."

There was a faraway look in her eyes, a distant pain, which time could not sooth. After a moment, Jackie continued.

"Kenneth Hemming was a decent and hardworking man. Those are no small things, Emily. I never once heard him utter a harsh word, or speak in anger, though God knows he had cause. People were not kind to him, being the son of our groundskeeper. Never mind that Ken served with distinction during the war, a decorated lieutenant. I committed an unpardonable sin, you see. I married beneath my station. 'Society' disapproved."

"Yes," Emily said, hearing the contempt in her grandmothers voice. "I imagine it wasn't easy, especial in those days. People can be so cruel."

"The cruelness to me, I could take. But the cruelness to Ken wounded me. The whispers, the laughter after we left a room…if it wounded him, he bore it in silence. All for love of me. I…loved him too, in my own way. He became so dear to my heart. The ten years we spent together are bittersweet to me now. I only wish that I could have loved him as truly as he loved me. But my heart belonged to another. Ken knew this, knew that I loved another, yet he married me anyway, to save me from scandal."

"Scandal?"

"Yes. In those days, it was ruinous for a woman—especially a titled woman of the so-called 'higher class'…to have a child out of wedlock."

Emily was beyond shocked. "Was…was he not the father?"

"No. The father of my unborn child was an American, a man I served with during the war."

"But Gran, you were a member of the Invaders. Do you mean that _he_ was also an Invader—a hero, like you?"

Jacqueline nodded.

"And he was an American?"

Again Jackie nodded. Emily sat in silence, needing time for the surprising truth to filter through. "Are you saying that my grandfather was actually…Captain America?"

"The world knows him as Captain America. You know his true name, Emily. It is Steven Rogers."

Emily set her tea down, nearly spilling it. "My God. All those times I've met Steve, wondering what your connection with this young American man could be. I think I suspected who he really was, but not what he meant to you." Emily looked to her grandmother, pain showing in her eyes. "Why didn't you ever tell me?"

"I didn't know how." Jackie's voice trembled with sorrow as she spoke. Emily had never seen the Grand Dame so frail, so uncertain. It broke her heart. A long moment passed before Jackie regained her composure.

"It was a secret I had kept for almost seventy years. After so long a time, a person begins to believe the very fiction they created. After Kenneth passed away in fifty-five, it was only I who knew the truth. I planned to take that truth to my grave, long though it's been in coming. My curse, I suppose. Don't wish for long life, Emily. Too many years is worse than too few, believe me."

"Did my father know the truth? Did he know who his real father was?"

"No," Jackie said. "You are the first I've told, since that winters night, when I told Ken. He was just home from France, having been wounded. He knew something was wrong with me. We had grown up together, you see, and he knew me so well. I shouldn't have turned to him. I knew he was in love with me. But I desperately needed a friend, and there he was. Ken knew I was the Invader called Spitfire, he knew of my love for Steven and the pain I was in over his death…but it was only when I told him of my baby that he understood the depth of my anguish. He offered to marry me. I tried to say no, but he insisted, for my sake, and for the sake of my unborn child. There were options—even then—for a woman in my position. But I wouldn't consider them. How could I? This was Steven's child, a part of him, growing inside me. The last thing of him left to me on this earth…"

Jackie dropped her head in her hands, sobs wracking her shoulders. Emily wrapped her arms around Jackie's bent form, weeping along with her. The emotional strain had taken its toll on Jackie, and her already frail features looked drawn and weary.

"Gran, please, you should rest," Emily said.

"No. I want to go on," Jackie said, rallying her strength. She sat up straighter and dried her eyes. "I want you to know everything, child. You must have questions. What can I tell you?"

"Tell me about…him. My grandfather."

A smile came to Jackie's face. "I can tell you that he is everything he seems to be. Honest, true, and strong. You've heard the saying: '_no great man is ever a good man'_? Rubbish. Steven Rogers is both very good and very great. He is everything you have read and heard about him. And he was the love of my life."

"How did you meet?"

"In the moonlight. All young lovers should meet in the moonlight, Emily. It was a Friday evening, the fifth of April, on the grounds of the manor, more than seventy years ago…and I remember it like it was yesterday. The war was on, the Blitz in full force, and father was working to assemble a team of special agents to fight for the Allied cause. There was talk that Hitler was organizing his own such forces. This was the early days of the new age of wonders we now take for granted; the age of the superhuman. The Yanks were sending over their new agent to lead the fight, and I was anxious to meet him. Everywhere you turned, people were talking about this amazing solider, Captain America. I had just recently gained my own powers some months before. Despite fathers objections, I was determined to meet the Captain, and join the fight.

"Finally, the night came, the first meeting of the mighty Invaders, only, I did not meet Captain America that night. I met Steven. Had you asked me if I believed in such a thing as 'love at first sight', I would have scoffed…but I would have been wrong, for love him I did, from the first moment I saw him. Oh, I suppose that it was more infatuation at the start. I had never seen a handsomer man. He swept me away, filling my poor head with the most decadent thoughts," Jackie said. She paused, spying the blush on Emily's cheeks. "I embarrass you."

"No," Emily replied. "I'm just trying to picture it all."

"Is it really so hard? Believing I was once young and in love?"

"No, truly. It's just that…" Emily drifted off and looked away. It was pointless to try to dodge the truth; no lie would escape Jacqueline's notice. "I suppose I'm envious. How did you know, Gran? How did you know he was the one? How do you know when its love?"

"If you have to question it, then you already have your answer. Have you never been in love?" Jackie asked, gently.

"I've had boyfriends. Trevor, you met him last spring. We dated for two years. After awhile, we just seemed to drift apart. I just didn't love him. I wonder if I'll ever feel what you felt Gran."

Jackie took Emily's hand. "You will, I promise. And when you do, you will know why God put people on this earth. To love one another."

Jackie reached into her purse, taking out a small framed photograph, wrapped in cloth. She handed it to Emily, a black and white photo of Jackie, young and beautiful, wearing a stylish outfit. Next to her stood a tall, handsome man, wearing the dress uniform of an American soldier, with captains bars on his lapel. They were on the steps of the manor, a more dashing couple Emily had never seen.

"…Gran, you're beautiful. Both of you."

"Yes. We were in love. This was the last photo we took together. We planed to marry after the war ended. But then…he was lost. "

"I don't know how you dealt with it all," Emily said. "His death, the baby, it must have been awful."

"It was. It nearly broke me. So finally, I relented, told Kenneth that I would marry him. It was an escape from the grief that was crushing my heart. I was able to have my baby, free of the embarrassment and scandal that otherwise would have hindered his future. And the years passed and life went on. I had almost forgotten the truth myself. Until that day, fourteen years ago, when Steven was found."

"I remember," Emily said, still looking at the photograph in her hand. "I was just a girl. I remember dad explaining it to me, or trying to, anyway. I could never quite believe that my granny was once a superhero—no matter how many times he showed me the photos. I remember watching a video, old newsreels of Spitfire, flying across the London skyline. I thought he was daft, telling me it was really you," Emily said, laughing. After a few seconds, her laughter died, and her expression grew serious again.

"It must have been an incredible shock, learning Steve was alive. What did you feel when you heard the news?"

"How can I describe it? I was overjoyed, of course. I was also terrified. I was angry, I was sad, I was elated…it was all too much. When the call finally came, when I heard his voice over the phone, I almost collapsed. It was _his_ voice. Even after all those years, I knew that voice. He wanted to see me. Oh, I worried myself sick. I almost didn't want to see him. I had grown so old. The thought of him still young and beautiful, seeing my wrinkled face…vanity, I know. But mostly, I dreaded telling him the truth. When he finally walked through those doors…I could not tell him. How could I? How could I tell the man I loved that, while he spent decades frozen in a deathless slumber, I bore his son? How do you tell a man that he has missed his own life? So I said nothing. Your father died just months later, having never known the truth. How can any of you ever forgive me?" Jackie said, weeping once again. Emily knelt, taking her hand.

"There is nothing to forgive, Gran. Nothing. You were in an impossible spot. You made the best choices you could out of a bad lot. I've always admired you. For your strength, your courage, your grace. But now? I'm in awe of you. You are the greatest lady I know. There is nothing to forgive."

Emily embraced Jacqueline again. For a long time, the two Falsworth women held one another. After a while, Emily pulled back, a question on her face. "But Gran, why are you telling me now? After all this time?"

"Because something is wrong with Steven. He is not well."

"What is it?"

"I don't know. He wouldn't tell me. We were visiting yesterday, celebrating our birthdays—we were both born on October the tenth, did you know that?"

"Yes Gran," Emily said, having just remembered that fact, feeling ashamed that she had avoided the celebration.

"He never spoke of it, but there's a problem, I know. Call it a sixth sense, call it intuition…call it a woman knowing the man she has loved for most of her life. Something is wrong with Steven. That is why I've come here today. The time for secrets has ended."

"I understand."

"There's something more, something about me. I haven't been well myself. My heart has been weak for some time now, but it's getting worse—which is why it had to be now."

Jacqueline's face was taut. Emily began to notice that her complexion, always so fair, had grown almost white. Her breathing was labored as she continued to speak.

"The only thing left for me to do is to tell Steven and pray that he will forgive me. You are the only family he has left on this earth. Would you be willing to meet him, your grandfather, both knowing the truth for the first time?"

"Of course I would."

"That's good," Jackie said, slumping back in the chair. "And now I want you to go outside. You will find Trilby parked in front of your flat. Call for him, Emily," Jackie said, closing her eyes. "Tell him to bring my medicine…"

And Lady Jacqueline Falsworth passed out.

**End of Book II**


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